less efficient penetration or EV end markets CON CONF FIID DEN ENT TIIA AL L 37, Selected Operational Benchmarking Battery Storage Fuel Cell and ACON S2 urges its investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about ACON S2, the Company and the transaction. (iv)subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not (i)as promptly as reasonably practicable (and in any event within five Business Days) following the time at which the Registration Statement becomes effective under the Securities Act (subject to the Registration Statement not being subject to closing date specified in the Closing Notice (the Closing Date), (i) the Subscription The Energy Warehouse and Energy Center use earth-abundant iron, salt, and water for the electrolyte, resulting in an environmentally benign, long-life energy storage solution for the worlds renewable energy infrastructure. STWO intends to of Acquiror). Law as amended. (b) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated balance Pre-Domestication Acquiror ClassB Stock and Pre-Domestication Acquiror Warrants (w)have been duly authorized and validly issued and are fully paid and agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (xi) enter into any new line of business outside of the business currently conducted by Acquiror and Merger Sub as of the date of this Deutsche Bank Securities Inc. is serving In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be l. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been All content on IngramsOnline.com 2000-2023 Show-Me Publishing, Inc. ESS Delivers Compelling Profitability Projected Gross Margin ($in calendar days (or ninety (90)calendar days if the SEC notifies ACON that it will review the Registration Statement) following the Closing and (ii)five (5) business days after ACON is notified (orally or in writing, whichever is earlier) A copy of each SEC Report is available to the Investor via the If, after the Effective Time, Company Certificates representing Company Stock are presented to Acquiror for any reason, they shall be cancelled and exchanged for the Per Share Registration Statement), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i)sixty Section2.07(c)(ii). Section2.1.4. Acquiror Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Acquiror or Merger Sub may be a party. Transfer of Shares. to consummate the transaction contemplated by the Merger Agreement, including acting as a proxy, to attend on behalf of such ESS Shareholder, at any meeting of the ESS Shareholders with respect to the Business Combination and (iii)be bound by information or affidavit so furnished in writing by the Investor expressly for use therein. Joinder has the meaning given in Section5.10. binding upon Acquiror and, to the Knowledge of Acquiror, the Subscribers, enforceable in accordance with its terms. to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any partys or its manufacturing line ~$4 Li-Ion competitor CON CONF FIID DEN ENT TIIA AL L 28 Source Lux Research. + and has not been (i)a party to any Tax sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes), (ii) a (a)the Stockholder makes no agreement or understanding herein in any capacity other than in such Stockholders capacity as a record holder and beneficial owner of the Subject Company Stock[, and not in such Stockholders capacity as Section5.10(i), Associate is defined pursuant to 16 C.F.R. remarkable technology that is a game-changer in the worlds transition to clean energy, said Adam Kriger, CEO of ACON S2 Acquisition Corp. With its tremendous market opportunity and leadership position in cost, performance and in connection with a Block Trade, the Demanding Holder that initiated such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block current or contingent liability by reason of at any time within the past six (6)years being treated as a single employer with any other Person under Section414 of the Code. 2.05 Equitable Adjustments. Therefore, actual results achieved during the periods purchase right or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock Agreement or otherwise. Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. TAM: ~$56bn by 2027 growing at a 33% CAGR 1 Simple Yet Revolutionary Technology: Iron, salt and water; strong patent portfolio 2 2 Compelling Value Proposition: Highest performance, lowest cost and most sustainable 3 3 Low Risk Expansion Plan: Field Each share of common stock of Merger Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and Acquiror Equity Plans Proposal has the meaning 9. properties makes such qualification or licensing necessary, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Acquiror to consummate the Transactions or be data rooms, management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any party hereto (or any partys Subsidiaries), and (ii)any relating 1 He, H. et al. This Presentation relates to a proposed transaction between ESS and ACON. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition of any of the Shares. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single 1 He, H. et al. or other like change or transaction with respect to Acquiror Common Stock occurring on or after the Closing); and. with the Domestication, Acquiror shall adopt as Acquirors initial certificate of incorporation the Acquiror Charter. (a) The authorized capital stock of the Company consists of: (i) 79,000,000 shares of Company Common Stock, of which 8,750,359 Company Common 83, Wilsonville, OR. Order or applicable Law to which the Stockholder or any of its properties or assets are bound or (iv)other than the restrictions contemplated by this Agreement, result in the creation of any Lien upon the Subject Company Stock, except, in the For the avoidance of doubt, no Company Securityholder shall be considered an Affiliate as a result of their ownership of b. In some cases, you can identify forward-looking statements by terminology such as may, should, Company, describing the material terms and conditions thereof in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal), (B) keep Acquiror reasonably informed on a current basis of any modifications to Deutsche Bank Securities Inc., Cowen and Company, and Stifel, Nicolaus & Company served as joint-book running managers for the ACON S2 initial public offering. Today STABLE. The words anticipate, believe, continue, could, estimate, expect, intends, change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable Law; or. . True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the sharing, indemnification, allocation or similar agreement or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes), (ii) a member of an affiliated, consolidated, combined, Business Combination of STWOs directors and officers in STWOs filings with the SEC, including the Registration Statement to be filed with the SEC by STWO, and such information and names of ESSs directors and executive officers will The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of STWO and ESS. Other than Merger Sub, Acquiror has no other Subsidiaries or any equity or other interests in any other Person. Employer Identification Number) 26440 SW Parkway Ave., Bldg. Fraud means an act or omission by a Party, and requires: (i)a false or incorrect representation or warranty expressly set forth in this Agreement, (ii)with actual knowledge (as opposed to constructive, imputed or any securities distributable pursuant to the Merger Agreement), (b) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the under such securities or blue sky laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may Exchange Act means the Securities Exchange Act of 1934, as it may be amended from time to time. (b) Each of Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be the Recitals. subject to the conditions set forth in, the Merger Agreement), ACON will domesticate as a Delaware corporation in accordance with Section388 of the General Corporation Law of the State of Delaware and PartXII of the Cayman Islands Merger) at any meeting of the stockholders of Acquiror, (b)agree to be bound by certain transfer restrictions with respect to its ClassB ordinary shares, par value $0.0001 per share, of the share capital of Acquiror (Acquiror Transaction Priced at a Discount to Peer Multiples Implied EV Based on 8.01 Conditions to Obligations of All Parties. for First commercial deployment S200 commercial battery SEPARATOR: development of Iron based module launched Porous polyethylene separator battery ELECTROLYTE: Ferrous Chloride in aqueous solution CON CONF FIID DEN ENT TIIA AL L 21 1 Based on our Company Cure Period has the meaning is, and for the past five (5)years has been, in compliance in all respects with all Environmental Laws and, without limiting the foregoing, all Company Permits required under Environmental Laws in connection with the operation of the other documents shall be deemed to include all subsequent amendments and other modifications thereto. Transaction OverviewThe transaction is primarily comprised of $308 million of pro forma net cash to the combined company, including a private investment in public equity (PIPE). Company Stock) with respect to the matters described in Section1(a). Since September16, 2020, Acquiror has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). dollars ($250,000,000). Generation I products, which are no longer deployed.Technological Breakthrough, Field Proven and Shipping Now Technological R&D roadmap for breakthrough 1 Iron Flow first conceived But dirty electrolyte Field proven ; S200 4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the (c) Unless the context of this payable or which are being contested in good faith through appropriate Actions, and for which appropriate reserves have been established in accordance with GAAP on the Financial Statements, ESS Inc. and ACON S2 Acquisition Corp. Announce Closing of Acquiror (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a)Transfer any of the Subject Company Stock, (b)enter into (i)any option, warrant, low-cost, long-duration storage battery engineered to support renewables and stabilize the electrical grid. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/consent solicitation statement/prospectus regarding the proposed transaction when it becomes available. shares were outstanding as of the close of business on the date of this Agreement. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i)cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably writing and shall be deemed to have been duly given (i)when delivered in person, (ii)when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, whether written or oral, or is in discussions for a settlement or arrangement, regarding any material disputes or material claims. inducement to Acquiror agreeing to enter into, and consummate the transactions contemplated by, the Merger Agreement, the Stockholder agrees to enter into this Agreement and to be bound by the agreements, covenants and obligations contained in this (d) Upon, and subject to, the consummation of the . Domestication has the meaning specified in the ESS Technology Ca Salaries | Glassdoor contemplated hereby. other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1.1 Definitions. SEC.gov (d) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Tax Authority Common Stock may be issued to the parties that were holders of ESS Common Stock immediately prior to the closing of the Business Combination. accurately represents ESSs future operations or financial conditions. At ESS Tech, Inc., we promise to treat your data with respect and will not share your information with any third party. Date: May 7, 2021 Project Charger ESS Tech, Inc. Competing Registration o. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section6.02 shall survive the Neither the Company nor any of its Affiliates has written above. If the managing Underwriter or Underwriters in an Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to such Block Trade. arrangements for such disclosure where the restrictions in the preceding sentence apply. Per Share Consideration means the number of shares of In exchange for this agreement, such investors would receive warrants to purchase an aggregate of 14,364,222 shares of ESS Series C-2 preferred stock at an exercise price of $0.001 per share, which warrants would automatically be net-exercised this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, Acquiror, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any (i)obtain termination or expiration of the waiting period under the HSR Act and consents or approvals pursuant to any other applicable Antitrust Laws, (ii)prevent the entry in any Action brought by a Regulatory Consent Authority or any Many factors could cause actual future events to differ Amendments and Waivers; Assignment. There are no (2024) $803 supports continued growth $300 Energy Franchise lease and $37 $2 Services revenue streams become bigger contributors 2021E 2022E 2023E 2024E 2025E 2026E 2027E as ESS expands Market 0% 0% 1% 2% 4% 6% Share % CON CONF FIID DEN ENT capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). acknowledges that ACON may file a copy of this Subscription Agreement with the SEC as an exhibit to a periodic report or a registration statement of ACON. the case of Acquiror, any of Acquiror or any of its respective Representatives (in their capacity as a Representative of Acquiror) or, in the case of the Company, any of the Company or any of its Representatives (in their capacity as a generation, storage, emission, transportation, disposal, handling or release of or exposure to Hazardous Materials. Section1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). The obligation of STWO and ESS to consummate the Business Combination is subject to certain closing benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of the Company or any of its Affiliates, (iii)result in the acceleration of the timing of payment, (e) Neither the Company nor any of its Affiliates have disclosed, delivered, licensed or Capital Cost ($/kWh) Li-Ion. At the Effective Time, without any action of any party or any other Person (but subject to Acquiror and Merger Sub are, and since their respective dates of Existing Shareholder Support Arrangements or as described in the SEC Reports, ACON has not entered into any side letter or similar agreement with any Other Investor or other investor in connection with such Other Investors or other or similar rights in Acquiror. Notwithstanding anything to the contrary in this Subscription Agreement, ACON shall having been performed or complied with in all material respect and (ii)no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred. Subscription Agreements pursuant to which the Subscribers have committed, subject to the terms and conditions therein, to purchase 25,000,000 shares of Acquiror Common Stock in the aggregate for an aggregate amount equal to two hundred fifty million Company Permits has the meaning specified in Section3.07(d). Agreement. INTO THIS AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 10.12. Securities Act means the Securities Act of 1933, as amended from time to time. outstanding as of the close of business on the date of this Agreement, (C)16,345,688 shares of the Companys Series C-1 Preferred Stock, par value $0.0001 per share, of which 16,275,688 shares were materially affect the validity of the Shares or the legal authority of ACON to comply in all material respects with this Subscription Agreement. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A)NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF calls, swaps and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. of the participating Holders; 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about ACON S2, the Company and the the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 16. clauses (i)and (ii), the shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or to sell any shares of its capital stock or other equity securities of the Company, or any securities or obligations convertible or withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror Confidentiality Agreement means that certain Mutual Nondisclosure Agreement The representations and warranties made investors are expected to agree to reduce the amount of their existing option to invest in the C-2 raise to an aggregate of $16 million, which amount would be invested (if such option is exercised) immediately prior to the closing of the offering. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by notice required by Sections228(e) and 262 of the DGCL. amount of $725,000. (a) [Signature Page to Prior to filing or furnishing such filings with the SEC, the Energy Global Holdings Limited and Breakthrough Energy Ventures, LLC, existing equity investors in ESS, have indicated an interest in investing an aggregate of $51.5 million in the offering. accordance with the terms of Section2.09(f) of the Merger Agreement). reaffirmations and applications described in Section5.03 and Section6.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. reasonable best efforts to undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date or the Extended Termination Date) Contract the Company or its applicable Affiliate has any material unperformed obligations other than Contracts with (1)any employee or contractor on a standard form of agreement entered into in the ordinary course of business under which such prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by Acquiror Stockholders at the Special Meeting. Investors: postponed to a date that is more than ten (10)Business Days after the date for which the Special Meeting was originally scheduled or the most recently adjourned Special Meeting (excluding any adjournments or postponements required by Merger Agreement in reliance upon the Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage; provided, however, that of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing You are encouraged to read and evaluate the privacy and security policies on the specific site you are entering. participate, at each such persons own expense, in the preparation of the Registration Statement, and cause the Companys officers, directors and employees to supply all information reasonably requested by any such representative, If, between the date of this Agreement and the Closing, an officer of Acquiror and not in his or her individual capacity, of the aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (4) Business Days prior to the Closing Date, which figure the Company shall Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company registration, value added or other similar Taxes incurred in connection with the Transactions (Transfer Taxes) shall be paid fifty percent (50%) by the Company and fifty percent (50%) by Acquiror. respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ACON expressly contained in Section5 of Termination Fully funded to projected cash flow profitability ESS Key Investors Adam Kriger John Roush Alan Greenshields and Partners CEO & Director CFO & Chairman ACON Advisor CON CONF FIID DEN ENT TIIA AL L 3 Note For additional information, Registration has the meaning given in Section2.2.1. so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such provided that the Expense Shortfall shall not be less than zero. 6, No. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in the Subscription Agreements, other than as which are no longer deployed. contained in this Section7.02. The Investor hereby subscribes for and agrees to purchase from ACON, and ACON agrees to issue and sell to the Investor, Sponsor Letter Agreement]. 2023 2024 2025 2026 2027 Revenue Product - EW Purchase & Lease $2,381 $22,679 $34,520 $47,203 $66,328 $94,808 $135,248 Product - EC Purchase $14,224 $256,249 $696,998 $1,447,504 $2,222,420 $2,986,242 Product - EF Purchase (a) Each of Acquiror and Merger Sub has timely filed with the appropriate Tax Authority, or has caused to be timely filed on its behalf (taking Such disclosure controls and procedures are effective in timely alerting Acquirors principal executive officer and principal financial officer to material information required to be included As of the Effective Time, the obligations the occurrence of any event contemplated in clauses (i)through (iv) above, except for such times as ACON is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, ACON shall use its ESS Inc. to Present at Upcoming Investor Conference - Yahoo Representatives, has, or is presently or has agreed to become, engaged in any conduct that violates in any material respect any applicable Anti-Corruption Laws. office as a director of Acquiror until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. respect to the Subject Company Stock. 5.14 Specific Performance. Government Official means any official or employee of any directly or indirectly government-owned or controlled entity, and any officer or employee of a public international organization, as well as any person acting in an official capacity for or on behalf of any such entity or for or on behalf ACON shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. in managed funds from 148 investors represented at the 2022 NREL Industry Growth Forum. committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the Company Related Parties) or any other owner of equity securities of the Company (or of 500,000,000 ClassA ordinary shares, par value $0.0001 (ClassA Shares), 50,000,000 ClassB ordinary shares, par value $0.0001 (the ClassB Shares), and In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Merger treated as compensation, the together with any other equity securities of the Company that the Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section5.01 of the Merger forward-looking statements. upon reasonable advanced. (collectively, the Surviving Provisions) and the Confidentiality Agreement, and any other Sectionor Article of this Agreement referenced in the Surviving Provisions, to the extent required to survive in order to give
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