SES AI Corp (Form: 8-K12B, Received: 02/08/2022 17:21:26)

Dated: February 8, 2022

SES AI Corporation

/s/ Qichao Hu

Dr. Qichao Hu

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2022

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-39845

95-1567584

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

35 Cabot Road

Woburn, MA

01801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

Ivanhoe Capital Acquisition Corp.

1177 Avenue of the Americas, 5th Floor

New York, NY 10036

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SES	The New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SES WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “New SES,” “SES,” and the “Company” refer to SES AI Corporation, a Delaware corporation (f/k/a Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (“Ivanhoe”)), after giving effect to the Business Combination (as defined below).

Terms used in this Current Report on Form 8-K (this “Current Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive proxy statement/prospectus relating to the Business Combination filed by Ivanhoe with the Securities and Exchange Commission (the “SEC”) on January 7, 2022 (the “Proxy Statement/Prospectus”) in the section titled “Frequently Used Terms”, and such definitions are incorporated herein by reference.

This Current Report incorporates by reference certain information from reports and other documents that were previously filed with the SEC, including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Current Report and the information contained in such prior reports and documents and incorporated by reference herein, the information in this Current Report controls.

Business Combination

On February 3, 2022 (the “Closing Date”), Ivanhoe consummated its previously announced business combination (the “Business Combination”) with SES Holdings Pte. Ltd., a Singapore private company limited by shares (“Old SES”), pursuant to the terms of that certain Business Combination Agreement (as amended, the “Business Combination Agreement”) by and among Ivanhoe, Old SES, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares, and a direct, wholly-owned subsidiary of Ivanhoe (“Amalgamation Sub”).

Pursuant to the terms of the Business Combination Agreement and in connection with the closing of the Business Combination (the “Closing”), (i) Ivanhoe migrated out of the Cayman Islands and domesticated as a Delaware corporation (the “Domestication”) by way of continuation and deregistration under Part XII of the Cayman Islands Companies Act and domestication under Section 388 of the Delaware General Corporation Law (“DGCL”), (ii) Ivanhoe changed its name to “SES AI Corporation” (“New SES,” “SES,” or the “Company”), and (iii) Amalgamation Sub merged with and into Old SES, with Old SES as the surviving company (the “Amalgamation”) (the time that the Amalgamation became effective is referred to as the “Effective Time”). As a result of the Amalgamation, Old SES became a wholly-owned subsidiary of New SES.

In connection with the Domestication, which occurred on February 2, 2022, (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of Ivanhoe (the “Ivanhoe Class A ordinary shares”) converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock, par value $0.0001 per share, of New SES (the “New SES Class A common stock”), (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of Ivanhoe (the “Ivanhoe Class B ordinary shares”), was converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class B common stock, par value $0.0001 per share, of New SES (the “New SES Class B common stock”), and (iii) each issued and outstanding warrant to purchase Class A ordinary shares of Ivanhoe was automatically converted into a warrant to purchase one share of New SES Class A common stock at an exercise price of $11.50 per share. In connection with the Closing, (i) each issued and outstanding unit of Ivanhoe that was not previously separated into the underlying Ivanhoe Class A ordinary shares and warrants of Ivanhoe prior to the Domestication was separated into its component share of New SES Class A common stock and one-third of one warrant, each whole warrant representing the right to purchase one share of New SES Class A common stock at an exercise price of $11.50 per share, and (ii) each issued and outstanding share of New SES Class B common stock then outstanding was converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of New SES Class A common stock.

In accordance with the terms of the Business Combination Agreement, at the Effective Time, each ordinary share and each preferred share of Old SES issued and outstanding immediately prior to the Effective Time (collectively, the “Old SES shares”), (other than the SES Restricted Shares (as defined below) and the Old SES shares held by Dr. Qichao Hu, the Chief Executive Officer of Old SES, and certain entities affiliated with Dr. Hu (collectively, the “SES Founder Group”)) were cancelled and converted into shares of New SES Class A common stock equal to approximately 5.9327788641 (the “Exchange Ratio”), rounded down to the nearest whole number.

Each Old SES share held by the SES Founder Group issued and outstanding immediately prior to the Effective Time was cancelled and converted into a number of shares of New SES Class B common stock equal to the Exchange Ratio, rounded down to the nearest whole number. The shares of New SES Class B common stock have the same economic rights as the shares of New SES Class A common stock, but each share of New SES Class B common stock is entitled to 10 votes, and each share of New SES Class A common stock is entitled to 1 vote, in each case, on each matter submitted for a vote of the New SES stockholders.

In addition to the consideration described above, the former shareholders, optionholders and holders of restricted shares of Old SES are entitled to receive an aggregate of 29,999,947 shares of New SES common stock (valued at $10.00 per share), which consists of (i) 23,691,182 shares of New SES Class A common stock issued for the benefit of the former holders of Old SES common stock (the “Earn-Out Shares”), (ii) 2,308,969 shares of New SES Class A restricted common stock (the “Earn-Out Restricted Shares”) received by the former holders of Old SES options and recipients of Old SES restricted share awards prior to the Closing and (iii) 3,999,796 shares of New SES Class B common stock received by the SES Founder Group (as defined below) (“Founder Earn-Out Shares”). The Earn-Out Shares and the Founder Earn-Out Shares (collectively, the “Escrowed Earn-Out Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of the shares of New SES Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. The Earn-Out Restricted Shares are subject to vesting based on the same terms as the Earn-Out Shares and are also subject to forfeiture if such recipient’s service with New SES terminates prior to the vesting. During the Earn-Out Period, the holders of the Escrowed Earn-Out Shares and the Earn-Out Restrictive Shares are entitled to exercise the voting rights carried by each Escrowed Earn-Out Share and Earn-Out Restricted Share and are entitled to receive any dividends or other distributions made in respect thereof.

Additionally, in accordance with the terms of the IPO Letter Agreement Amendment, dated as of July 12, 2021, by and between Ivanhoe Capital Sponsor LLC (the “Sponsor”) and the officers and directors of Ivanhoe (the “IPO Letter Agreement Amendment”), the shares of New SES Class A common stock held by the Sponsor prior to Closing (which were formerly Ivanhoe Class B ordinary shares) (the “Sponsor Earn-Out Shares”), are subject to certain earn-out provisions, whereby the Sponsor may not transfer, sell or assign the Sponsor Earn-Out Shares until the earlier of (i) (v) with respect to 20% of such Sponsor Earn-Out Shares, the date that is 180 days after the Closing, (w) with respect to 20% of such Sponsor Earn-Out Shares, until the closing price of New SES Class A common stock equals or exceeds $12.00 for any 20 trading days within a 30-trading day period following the date that is 150 days after the Closing (the “Requisite Trading Period”), (x) with respect to 20% of such Sponsor Earn-Out Shares, until the closing price of the New SES Class A common stock equals or exceeds $14.00 for the Requisite Trading Period, (y) with respect to 20% of such Sponsor Earn-Out Shares, until the closing price of the New SES Class A common stock equals or exceeds $16.00 for the Requisite Trading Period, and (z) with respect to the remaining 20% of such Sponsor Earn-Out Shares, until the closing price of the New SES Class A common stock equals or exceeds $18.00 for the Requisite Trading Period, and (ii) the date on which New SES completes a liquidation, merger, capital stock exchange or other similar transaction after the Closing that results in all of the stockholders of New SES having the right to exchange their shares of New SES common stock for cash, securities or other property; provided that in the event that the per share value of the cash, securities or other property to be received by the holders of New SES Class A common stock in such liquidation, merger, capital stock exchange or other similar transaction is less than $18.00, then the Sponsor Earn-Out Shares will be released from these transfer restrictions to the Sponsor and the former officers and directors of Ivanhoe on a pro rata basis. The foregoing summary is qualified in its entirety by the text of the IPO Letter Agreement Amendment, which is attached hereto as Exhibit 10.15 and is incorporated herein by reference.

In connection with the Amalgamation, each Old SES share that was subject to any vesting, forfeiture, repurchase or other lapse restriction according to the equity incentive plans of Old SES or otherwise (the “SES Restricted Shares”) that was issued, outstanding and subject to restrictions (including vesting) immediately prior to the Effective Time was assumed by New SES and converted into a number of shares of restricted New SES Class A common stock equal to the product (rounded down to the nearest whole number of shares) of (A) the total number of shares of Old SES ordinary shares subject to such SES Restricted Shares immediately prior to the Effective Time multiplied by (B) the Exchange Ratio. The terms of the SES Restricted Shares otherwise remain unchanged (including with respect to applicable vesting, expiration and forfeiture conditions), subject to the terms of the Business Combination Agreement.

In addition, each Old SES option that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (the “SES Options”) was assumed by New SES and converted into an option to acquire New SES Class A common stock at an adjusted exercise price per share (as further noted below), with the number of shares of New SES Class A common stock subject to each option determined by multiplying the number of such Old SES Shares subject to the corresponding SES Option by the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New SES Class A common stock. The per share exercise price for the shares of New SES Class A common stock issuable upon the exercise of New SES options was determined by dividing the per share exercise price for the SES Shares subject to the SES Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent.

In addition, immediately prior to the Closing, New SES issued an aggregate of 27,450,000 shares of New SES Class A common stock at a purchase price of $10.00 per share, which were issued to certain institutional and accredited investors (the “PIPE Investors”), for aggregate proceeds of $274.5 million to the Company (the “PIPE Investment”). At Closing, an accredited investor that had committed to purchase 100,000 shares of New SES Class A common stock, at $10.00 per share, defaulted with respect to 50% of its commitment, thereby only purchasing 50,000 of its committed shares, for an amount of $500,000.

The total number of shares of New SES Class A common stock outstanding immediately following the Closing was approximately 303,989,794. The total number of shares of New SES Class B common stock outstanding immediately following the Closing was approximately 43,881,251.

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Registration Rights Agreement

On February 3, 2022, in connection with the Closing, the Company, the Sponsor and certain other holders of New SES common stock entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement,” which superseded the Registration Rights Agreement between the Company and the Sponsor that was entered into in connection with the Company’s initial public offering), pursuant to which, among other things, the holders signatory thereto were granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of New SES common stock and any other equity securities of New SES. The Registration Rights Agreement also prohibits the transfer (subject to limited exceptions) of the shares of New SES common stock held by the signatories to the Registration Rights Agreement for a period of 180 days following the Closing.

The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 149 titled “Business Combination Proposal — Related Agreements — Registration Rights Agreement.” That summary and the foregoing description of the Registration Rights Agreement are qualified in their entirety by reference to the text of the Registration Rights Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Indemnification Agreements

On the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from each director or executive officer’s service to the Company, or, at the Company’s request, service as directors or officers of other entities, in each case, to the maximum extent permitted by applicable law.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, a form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Amended and Restated Warrant Agreement

On February 3, 2022 in connection with the Closing, the Company and Continental Stock Transfer & Trust Company (“Continental”), the Company’s warrant agent, amended and restated its existing Warrant Agreement, dated as of January 6, 2021 (as amended and restated, the “Amended and Restated Warrant Agreement” and, such amendment, the “Warrant Amendment”), pursuant to which certain changes were implemented that resulted in the Ivanhoe IPO Warrants (as defined in the Proxy Statement/Prospectus) being accounted for as equity within the balance sheet of the Company, instead of as a liability measured at fair value with non-cash fair value adjustments recorded in earnings at each reporting period.

The material terms of the Amended and Restated Warrant Agreement are described in the sections of the Proxy Statement/Prospectus beginning on page 196 titled “Warrant Holder Proposal No. 1: Warrant Amendment Proposal.” The foregoing description is qualified in its entirety by the text of the Amended and Restated Warrant Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

SES Equity Incentive Plan

On February 3, 2022, the SES AI Corporation 2021 Incentive Award Plan (the “SES Equity Incentive Plan”) became effective.

The total number of shares of New SES Class A common stock authorized and reserved for issuance under the SES Equity Incentive Plan is (i) 36,862,002 shares, plus (ii) the number of shares of New SES Class A common stock underlying the SES Options and SES Restricted Shares assumed by New SES pursuant to the Business Combination Agreement that expire or become unexercisable, or are forfeited, cancelled, settled in cash, otherwise terminated, in each case without delivery of shares therefor (in the case of this subclause (ii), not to exceed 20,748,976 Incentive Shares (as defined in the SES Equity Incentive Plan) in the aggregate), plus (iii) any Earn-Out Shares issued to Old SES optionholders pursuant to the Business Combination Agreement which are forfeited by reason of a termination of service or employment following the Closing (in the case of this subclause (iii), not to exceed 2,308,969 shares of New SES Class A common stock in the aggregate). The total number of shares that will be reserved, and that may be issued, under the SES Equity Incentive Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2022, by a number of shares equal to two percent of the total outstanding shares of New SES Class A common stock on the last day of the prior calendar year or such lesser amount as determined by the New SES Board. Shares of New SES Class A common stock underlying awards under the SES Equity Incentive Plan that are forfeited, canceled, expire unexercised or are settled in cash, tendered or withheld to pay the exercise price of options or satisfy tax or other withholding obligations will be available again for new awards under the SES Equity Incentive Plan. The SES Equity Incentive Plan will have a term of not more than 10 years from the date of approval.

A more complete summary of the terms of the SES Equity Incentive Plan is set forth beginning on page 184 of the Proxy Statement/Prospectus, in the section titled “Proposal No. 6 - The Incentive Plan Proposal.” That summary and the foregoing description of the SES Equity Incentive Plan are qualified in their entirety by reference to the text of the SES Equity Incentive Plan, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth under “Introductory Note - Business Combination” above is incorporated into this Item 2.01 by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This Current Report and the information incorporated herein by reference contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the effects of the Business Combination. These statements are based on the current expectations and beliefs of management of the Company and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include statements about future financial and operating results of the Company; statements of the plans, strategies and objectives of management for future operations of the Company; statements regarding future economic conditions or performance; and other statements regarding the future business of the Company. Forward-looking statements can generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” and other similar expressions that predict or indicate future events or events or trends that are not statements of historical matters.

Forward-looking statements in this Current Report and in any document incorporated by reference in the Proxy Statement/Prospectus may include, but are not limited to, statements regarding the development and commercialization of the Company’s products, the amount of capital and other benefits to be provided by the transaction, estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of the projected financial information with respect to the Company; risks related to the development and commercialization of the Company’s battery technology and the timing and achievement of expected business milestones; the effects of competition on the Company’s business; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; risks relating the Company’s history of no revenues and net losses; the risk that the Company’s joint development agreements and other strategic alliances could be unsuccessful; risks relating to delays in the design, manufacture, regulatory approval and launch of the Company’s battery cells; the risk that the Company may not establish supply relationships for necessary components or pay components that are more expensive than anticipated; risks relating to competition and rapid change in the electric vehicle battery market; safety risks posed by certain components of the Company’s batteries; risks relating to machinery used in the production of the Company’s batteries; risks relating to the willingness of commercial vehicle and specialty vehicle operators and consumers to adopt electric vehicles; or risks relating to the Company’s intellectual property portfolio.

If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements may reflect the Company’s expectations, plans or forecasts of future events and views only as of the date of this Current Report. The Company anticipates that subsequent events and developments will cause its assessment to change. The Company will not and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Business

The business of the Company is described in the Proxy Statement/Prospectus in the section titled “Information About SES,” beginning on page 232 thereof, and that information is incorporated herein by reference.

Risk Factors

The risks associated with the Company are described in the Proxy Statement/Prospectus in the section titled “Risk Factors,” beginning on page 63 thereof, which is incorporated herein by reference.

Properties

The properties of the Company are described in the Proxy Statement/Prospectus in the section titled “Information About SES - Our Facilities,” beginning on page 242 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Current Report concerning the consolidated financial information of Ivanhoe and Old SES. Reference is further made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled “Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “SES’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled “SES’s Management’s Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk” and “Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

Quantitative and Qualitative Disclosures about Market Risk

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to us regarding the beneficial ownership of New SES common stock immediately following consummation of the Business Combination by:

•

each of the Company’s current directors;

•

each of the Company’s named executive officers (as defined in the “Executive and Director Compensation”);

•

all of the Company’s current directors and executive officers as a group; and

•

each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) who will be a beneficial owner of more than 5% of the outstanding New SES Class A common stock or New SES Class B common stock.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within 60 days of the record date. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the record date or subject to restricted stock units that vest within 60 days of the record date are considered outstanding and beneficially owned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The beneficial ownership of shares of New SES common stock is based on 303,989,784 shares of New SES Class A common stock, including 23,691,182 Earn-Out Shares in the form of New SES Class A common stock (including restricted New SES Class A common stock), and 43,881,251 shares of New SES Class B common stock, including 3,999,796 Earn-Out shares in the form of New SES Class B common stock (“Founder Earn-Out Shares”), in each case, issued and outstanding immediately following the Closing, all of which are issued and held in escrow subject to the satisfaction of certain earn-out conditions described above in “Introductory Note - Business Combination” and have voting rights while in escrow.

Percentage of voting power is calculated based on one vote per share for each share of New SES Class A common stock and ten votes per share for each share of New SES Class B common stock.

The table is based upon information supplied by officers, directors and greater-than-5% beneficial owners, Section 13(d) filings made with the SEC and other SEC filings under Section 16 of the Exchange Act.


Name and Address of Beneficial Owner	Number of shares of New SES Class A common stock		% of New SES Class A common stock			Number of Shares of New SES Class B common stock		% of New SES Class B common stock			% of Total Voting Power
Directors & executive officers⁽¹⁾
Dr. Qichao Hu⁽²⁾		100,736		*			43,881,251		100	%		56.5	%
Jing Nealis⁽³⁾		589,113		*			—		—			*
Rohit Makharia⁽⁴⁾		2,631,681		*			—		—			*
Dr. Jang Wook Choi		—		*			—		—			*
Robert Friedland⁽⁵⁾		319,166		*			—		—			*
Kent Helfrich		—		*			—		—			*
Eric Luo		—		*			—		—			*
Dr. Jiong Ma		—		*			—		—			*
Michael Noonen		—		*			—		—			*
All current directors and executive officers as a group (12 individuals)⁽⁶⁾		7,893,444		2.6	%		43,881,251		100	%		59.1	%
Greater-than-5% beneficial owners
Dr. Qichao Hu⁽²⁾		100,736		*			43,881,251		100	%		56.5	%
Long Siang Pte. Ltd.⁽⁷⁾		27,280,647		9.0	%		—		—			3.7	%
Vertex Legacy Continuation Fund Pte. Ltd.⁽⁸⁾		32,256,315		10.6	%		—		—			4.3	%
General Motors Ventures LLC and General Motors Holdings LLC ⁽⁹⁾		33,056,337		10.9	%		—		—			4.5	%
Tianqi Lithium HK Co., Ltd.⁽¹⁰⁾		30,522,386		10.0	%		—		—			4.1	%
Affiliates of Temasek Holdings (Private) Limited⁽¹¹⁾		34,675,757		11.4	%		—		—			4.7	%
SK Inc.⁽¹²⁾		42,007,759		13.8	%		—		—			5.7	%

*	Indicates beneficial ownership of less than 1%.

(1)	The business address of each of these stockholders is c/o SES AI Corporation, 35 Cabot Road, Woburn, MA 01801.

(2)

Includes (i) 100,736 shares of New SES Class A common stock 9,182 shares of which are Earn-Out Shares held directly by Dr. Qichao Hu; (ii) 27,917,023 shares of New SES Class B common stock, 2,799,859 of which are Founder Earn-Out Shares, held directly by Dr. Hu and (iii) an aggregate of 11,964,432 shares of New SES Class B common stock, 1,199,937 of which are Founder Earn-Out Shares, held by various trusts affiliated with Dr. Hu. These trusts consist of: (i) Qichao Hu 2021 Irrevocable Trust U/A/D March 31, 2021; (ii) Qichao Hu Family Delaware Trust U/A/D March 31, 2021; and (iii) Qichao Hu 2021 Annuity Trust March 31, 2021 (collectively, the “Trusts”), each owning 3,988,144 shares of New SES Class B common stock and 399,979 Founder Earn-Out Shares.

(3)	Consists of 321,358 shares New SES Class A common stock underlying New SES options and 267,755 Earn-Out Shares.

(4)	Consists of 1,920,501 shares of New SES Class A common stock underlying New SES options and 711,180 Earn-Out Shares.

(5)	Consists of (i) 240,000 Class A ordinary shares of Ivanhoe (purchased in the open market) that were automatically converted on a one-for-one basis into shares of New SES Class A common stock at Closing and (ii) 79,166 shares of New SES Class A common stock underlying public warrants.

(6)	Includes shares beneficially owned by all directors, named executive officers and other executive officers (namely, Joanne Ban, Hong Gan and Yongkyu Son).

(7)

Consists of (i) 24,703,118 shares of New SES Class A common stock issued at Closing and (ii) 2,477,529 Earn-Out Shares. Long Siang Pte. Ltd. (“Long Siang”) is the record holder of the shares of New SES Class A common stock. As a shareholder of Long Siang, Xie Huefeng may be deemed to have beneficial ownership over the shares of New SES Class A common stock directly owned by Long Siang. The principal business address of all persons named in this footnote is 238 Orchard Boulevard, #24-05, Singapore 237973.

(8)

Consists of (i) 29,361,711 shares of New SES Class A common stock issued at Closing and (ii) 2,894,604 Earn-Out Shares. Vertex Legacy Continuation Fund Pte. Ltd. (“VLCF”) is the record holder of the shares of New SES Class A common stock. Vertex Legacy Fund (SG) LP (“VLFSG”) is the 100% shareholder of VLCF. VLC GP Pte. Ltd. (“VLCGP”) is the general partner of VLFSG and has appointed Vertex Ventures SEA Management Pte. Ltd. (“VVSEAMPL”) to serve as the fund manager of VLCF. VVSEAMPL is deemed to have dispositive and voting power over the shares of New SES Class A common stock directly owned by VLCF pursuant to a management agreement between VLFSG and VVSEAMPL, whereby dispositive and voting decisions require the majority approval of the members of an investment committee established by VVSEAMPL. The principal business address of all persons named in this footnote is 250 North Bridge Road, #11-01 Raffles City Tower, Singapore 179101.

(9)

Consists of (i) 30,134,387 shares of New SES Class A common stock issued at Closing and (ii) 2,921,950 Earn-Out Shares. GM Ventures is the record holder of 21,090,498 shares of New SES Class A common stock and 2,085,124 Earn-Out Shares. GM Holdings is the record holder of 9,043,889 shares of New SES Class A common stock and 836,826 Earn-Out Shares. GM Ventures is a wholly owned subsidiary of GM Holdings. GM Holdings is a wholly owned subsidiary of General Motors Company (“GM”). GM may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of New SES Class A common stock directly owned by GM Ventures. The principal office of each of all persons named in this footnote is 300 Renaissance Center, Detroit, MI, 48265.

(10)

Consists of (i) 27,740,256 shares of New SES Class A common stock issued at Closing and (ii) 2,782,130 Earn-Out Shares. Tianqi Lithium HK Co., Limited (“Tianqi HK”) is the record holder of such shares of New SES Class A common stock. Tianqi HK is wholly owned by Tianqi Lithium Co., Limited (“Tianqi Limited”), and Tianqi Lithium is wholly owned by Tianqi Lithium Corporation (“Tianqi Lithium”). Tianqi Lithium and Tianqi Lithium may thus be deemed to share beneficial ownership over the shares of New SES Class A common stock owned by Tianqi HK. The principal business address of all persons named in this footnote is No.10 East Gaopeng Road, Chengdu, Sichuan 610041, China.

(11)

Anderson Investments Pte. Ltd. (“Anderson”) is the record holder of 25,882,916 shares of New SES Class A common stock and 2,595,854 Earn-Out Shares. Aranda Investments Pte. Ltd. (“Aranda”) is the record holder of 5,632,129 shares of New SES Class A common stock and 564,858 Earn-Out Shares. Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd. (“Thomson”), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd. (“Tembusu”). Aranda is a direct wholly-owned subsidiary of Seletar Investments Pte. Ltd. (“Seletar”), which in turn is a direct wholly-owned subsidiary of Temasek Capital (Private) Limited (“Temasek Capital”). Each of Tembusu and Temasek Capital is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited (“Temasek Holdings”). In such capacities, each of Thomson, Tembusu, and Temasek Holdings may be deemed to have beneficial ownership over the shares of New SES Class A common stock directly owned by Anderson, and each of Seletar, Temasek Capital and Temasek Holdings may be deemed to have beneficial ownership over the shares of New SES Class A common stock directly owned by Aranda. The principal business address of all persons named in this footnote is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

(12)

Consists of (i) 38,178,731 shares of New SES Class A common stock issued at Closing and (ii) 3,829,028 Earn-Out Shares. SK, Inc. is the record holder and ultimate beneficial owner of such shares of New SES Class A common stock. The principal business address of SK, Inc. is 26, Jong-ro, Jongno-gu, Seoul, South Korea 03188.

Directors and Executive Officers

Other than as disclosed below in Item 5.02 below, the Company’s directors and executive officers are described in the Proxy Statement/Prospectus in the section titled “Combined Company Management and Governance After the Business Combination - Executive Officers and Directors After the Business Combination,” beginning on page 263 thereof and to Item 5.02 of this Current Report, which are incorporated herein by reference.

Committees of the Board of Directors

Information with respect to the composition of the committees of the Board of Directors of New SES (the “Board”) immediately after the Closing is set forth in the Proxy Statement/Prospectus in the section titled “Combined Company Management and Governance After the Business Combination - Executive Officers and Directors After the Business Combination - Board Committees,” beginning on page 268 thereof, which is incorporated herein by reference.

Executive and Director Compensation

A description of the compensation of the named executive officers and directors of Ivanhoe before the consummation of the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Information About Parent - Officer and Director Compensation,” beginning on page 221 thereof, and a description of the compensation of the named executive officers and directors of the Company is set forth in the Proxy Statement/Prospectus in the section titled “Compensation of New SES Executive Officers and Directors,” beginning on page 269 thereof, which are incorporated herein by reference.

Reference is made to the disclosure set forth above in Item 1.01 of this Current Report under the heading “The SES Equity Incentive Plan,” which is incorporated herein by reference.

Certain Relationships and Related Person Transactions, and Director Independence

Certain relationships and related person transactions of the Company are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions,” beginning on page 291 thereof, which is incorporated herein by reference.

A description of the Company’s independent directors is described in the Proxy Statement/Prospectus in the section titled “Independence of Our Board of Directors,” beginning on page 267 thereof, which is incorporated herein by reference. The Company’s Board has affirmatively determined that each of Dr. Jang Wook Choi, Robert Friedland, Eric Luo, Dr. Jiong Ma and Michael Noonen is an “independent director” under the applicable New York Stock Exchange listing rules.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Information About SES - Legal Proceedings,” beginning on page 243, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Information about the ticker symbol, number of stockholders and dividends for Ivanhoe’s securities is set forth in the Proxy Statement/Prospectus in the section titled “Information on Securities and Dividends - Parent,” and such information is incorporated herein by reference.

The shares of New SES Class A common stock and the SES warrants began trading on NYSE under the symbols “SES” and “SES WS,” respectively, on February 4, 2022. Ivanhoe’s public units automatically separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were delisted from the New York Stock Exchange.

The Company has not paid any cash dividends on shares of its common stock to date. The payment of cash dividends in the future will be dependent upon its revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Board and we do not expect the Company to declare or pay cash dividends for the foreseeable future.

As of the Closing Date, there were approximately 142 record holders of New SES Class A common stock, 4 record holders of New SES Class B common stock, approximately two record holders of public warrants and no holders of shares of New SES preferred stock. The record holders of New SES Class A common stock and public warrants include Cede & Co., the nominee of the Depository Trust Company. The number of record holders may not be representative of the number of beneficial owners of the New SES A common stock and public warrants, whose shares are held in street name by banks, brokers and other nominees.

Recent Sales of Unregistered Securities

The information set forth under Item 3.02 of this Current Report relating to the issuance of New SES Class A common stock in connection with the PIPE Investment is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

The Company’s securities are described in the Proxy Statement/Prospectus in the section entitled “Description of the New SES Securities,” beginning on page 271 thereof, which is incorporated herein by reference. As described below, the Company’s Certificate of Incorporation was approved by Ivanhoe’s stockholders at the Special Meeting and became effective as of the Closing Date.

Indemnification of Directors and Officers

The indemnification of our directors and officers is described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Transactions - SES Related Person Transactions - Indemnification Agreements,” beginning on page 293 thereof, which is incorporated herein by reference.

A form of indemnification agreement is attached as Exhibit 10.2 to this Current Report, and is incorporated herein by reference.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Current Report, relating to the financial information of the Company, which is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Effective upon the Closing Date, the Company consummated the PIPE Investment in the aggregate amount of $274,500,000. The disclosure under “Introductory Note” of this Current Report is incorporated into this Item 3.02 by reference.

The Company issued the shares of New SES Class A common stock pursuant to the PIPE Investment under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering. The PIPE Investors represented their intentions to acquire the shares for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing all of the shares issued in the PIPE Investment (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the consummation of the Business Combination, Ivanhoe migrated out of the Cayman Islands and domesticated as a Delaware corporation by way of continuation and deregistration under Part XII of the Cayman Islands Companies Act and domestication under Section 388 of the DGCL. In connection with the Domestication, Ivanhoe filed a certificate of incorporation (the “Company Charter”) with the Secretary of State of the State of Delaware, in connection with which it changed its name to “SES AI Corporation,” and adopted Bylaws of the Company (the “Company Bylaws”) following a successful vote by Ivanhoe’s stockholders of “Proposal No. 2 - The Domestication Proposal,” “Proposal No. 3 - The Organizational Documents Proposal,” and “Proposal No. 4 - The Advisory Charter Proposals,” as disclosed in the Proxy Statement/Prospectus, beginning on pages 167, 172 and 173, respectively, which are incorporated herein by reference.

As disclosed below in Item 8.01, in accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934, (the “Exchange Act”), the Company is the successor issuer to Ivanhoe and has succeeded to the attributes of Ivanhoe as the registrant. In addition, the shares of New SES Class A common stock and public warrants, as the successor to Ivanhoe, are deemed to be registered under Section 12(b) of the Exchange Act.

Certificate of Incorporation (Company Charter)

In connection with the Domestication, Ivanhoe’s Amended and Restated Memorandum and Articles of Association was replaced with the Company’s Charter, which, among other things:

(a) changed the authorized capital stock of Ivanhoe from 200,000,000 Ivanhoe Class A ordinary shares, 20,000,000 Ivanhoe Class B ordinary shares and 1,000,000 Ivanhoe preference shares to 2,100,000,000 shares of New SES Class A common stock, 200,000,000 shares of New SES Class B common stock and 20,000,000 shares of New SES preferred stock;

(b) authorized the provisions permitting that the number of directors on the Board be fixed from time to time solely by resolution of the Board, and dividing the Board into three classes;

(d) provided for certain additional changes, including, among other things, removing certain provisions related to Ivanhoe’s status as a blank check company.

The shareholders of Ivanhoe approved these amendments at the Extraordinary General Meeting. This summary is qualified in its entirety by reference to the text of the Company Charter, which is included as Exhibit 3.1 hereto and incorporated herein by reference.

Bylaws

Upon the closing of the Business Combination, Ivanhoe’s stockholders approved and adopted the Bylaws of SES AI Corporation (the “Company Bylaws”), to be consistent with the Company Charter and to make certain other changes that the Company’s Board deemed appropriate for a public operating company. This summary is qualified in its entirety by reference to the text of the Company Bylaws, which is included as Exhibit 3.2 hereto and incorporated herein by reference.

Item 5.01. Changes in Control of the Registrant.

The information set forth above under the Introductory note and Item 2.01 of this Current Report is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the Closing Date, and in accordance with the terms of the Business Combination, each of Ivanhoe’s executive officers and directors resigned from their respective positions. In addition, each of Dr. Qichao Hu, Dr. Jang Wook Choi, Dr. Jiong Ma, Kent Helfrich, Eric Luo and Michael Noonen were elected to serve as directors of the Company. The directors of the Company were divided among the following classes:

•

Dr. Jiong Ma, Michael Noonen and Eric Luo are Class I directors serving until the first annual meeting of the Company’s stockholders after the Closing;

•

Dr. Jang Wook Choi and Kent Helfrich are Class II directors serving until the second annual meeting of the Company’s stockholders after the Closing; and

•

Dr. Qichao Hu and Robert Friedland are Class III directors serving until the third annual meeting of the Company’s stockholders after the Closing.

Additionally, effective upon the Closing Date, Dr. Qichao Hu was appointed Chief Executive Officer, Rohit Makharia was appointed President and Chief Operating Officer, Jing Nealis was appointed Chief Financial Officer, Joanne Ban was appointed Chief Legal and Corporate Officer, Yongkyu Son was appointed Chief Technology Officer and Dr. Hong Gan was appointed Chief Science Officer.

Other than as disclosed in Item 5.02 of this Current Report, reference is made to the disclosure described in the Proxy Statement/Prospectus in the section titled “Combined Company Management and Governance After the Business Combination,” beginning on page 263 thereof and to the Introductory Note of this Current Report, which are incorporated herein by reference.

Employment Agreements

A description of the employment agreements between Dr. Qichao Hu, Jing Nealis and Rohit Makharia is set forth in the Proxy Statement/Prospectus in the section titled “SES Executive Officer and Director Compensation.” The Company may amend these employment agreements following the Business Combination to, among other things, assign the employment agreements to the post-business combination Company or another of its subsidiaries.

A copy of the full text of the employment agreements for each of Dr. Qichao Hu, Rohit Makharia and Jing Nealis is filed as Exhibits 10.5, 10.6 and 10.7, respectively, to this Current Report and is incorporated herein by reference.

2021 Equity Incentive Plan

The information set forth above in Item 1.01 of this Current Report under the heading “SES Equity Incentive Plan” is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth in Item 3.03 of this Current Report is incorporated in this Item 5.03 by reference.

Copies of the Company Charter and the Company Bylaws are attached as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company, which is available on the Company’s website at https://SES.ai, under the “Investors - Governance” tabs. The information on the Company’s website does not constitute part of this Current Report and is not incorporated by reference herein.

Item 5.06. Changes in Shell Company Status.

As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections entitled “Proposal No. 1 - The Business Combination Proposal” beginning on page 134 thereof, which is incorporated herein by reference.

Item 8.01. Other Events.

By operation of Rule 12g-3(a) under the Exchange Act, the Company is the successor issuer to Ivanhoe and has succeeded to the attributes of Ivanhoe as the registrant, including Ivanhoe’s SEC file number (001-39845) and CIK Code (0001819142). The Company’s Class A common stock and public warrants are deemed to be registered under Section 12(b) of the Exchange Act, and the Company will hereafter file reports and other information with the SEC using Ivanhoe’s SEC file number (001-39845).

The Company’s Class A common stock and public warrants are listed for trading on The New York Stock Exchange under the symbols “SES” and “SES WS,” respectively, and the CUSIP numbers relating to the Company’s Class A common stock and public warrants are 78397Q 109 and 78397Q 117, respectively.

Holders of uncertificated shares of Ivanhoe’s Class A common stock immediately prior to the Business Combination have continued as holders of shares of uncertificated shares of New SES Class A common stock.

Holders of Ivanhoe’s shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that the Company is the successor to Ivanhoe.

Press Release

On February 3, 2022, SES issued a press release announcing the completion of the Business Combination, a copy of which is filed as Exhibit 99.1 hereto.

On February 4, 2022, SES issued a press release announcing the first day of trading on the New York Stock Exchange, a copy of which is filed as Exhibit 99.2 hereto.

Item 9.01. Financial Statement and Exhibits.

(a) Financial Statements of Businesses Acquired.

Reference is made to the audited consolidated financial statements of Old SES as of and for the years ended December 31, 2020 and 2019, and the related notes thereto, included in the Proxy Statement/Prospectus on pages F-61 through F-85, which are incorporated herein by reference. Reference is further made to the unaudited condensed consolidated financial statements of Old SES as of and for the nine months ended September 30, 2021 and 2020, and the related notes thereto, included in the Proxy Statement/Prospectus on pages F-86 through F-104, which are incorporated herein by reference.

(b) Pro Forma Financial Information.

Reference is made to the unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020, which is filed as Exhibit 99.3 and is incorporated herein by reference.

(d) Exhibits.


Exhibit Number	Description	Incorporated by Reference
		Form	Exhibit	Filing Date

2.1†	Business Combination Agreement, dated as of July 12, 2021, among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd., as amended by Amendment No. 1 thereto, dated September 20, 2021 (included as Annex A to the Proxy Statement/Prospectus forming a part of the S-4/A)	S-4/A	2.1	01/05/2022

2.2†	Amendment No. 1 to Business Combination Agreement, dated as of September 20, 2021, among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd.	8-K	2.1	09/21/2021

3.1*	Certificate of Incorporation of SES AI Corporation.

3.2*	Bylaws of SES AI Corporation.

3.3*	Certificate of Corporate Domestication of Ivanhoe Capital Acquisition Corporation, dated as of February 2, 2022.

4.1*	Amended and Restated Warrant Agreement, dated as of February 3, 2022.

10.1*	Amended and Restated Registration Rights Agreement, dated February 3, 2022, by and among SES AI Corporation, the Sponsor and certain other holders of SES AI Corporation.

10.2*#	Form of Director and Executive Officer Indemnification Agreement.

10.3*#	SES AI Corporation 2021 Incentive Award Plan.

10.4*#	SES Holdings Pte. Ltd. 2021 Share Incentive Plan.

10.5*^#	Employment Agreement, dated as of March 19, 2021, by and between Dr. Qichao Hu and SES Holdings Pte. Ltd.

10.6*^#	Employment Agreement, dated as of February 16, 2021, by and between Jing Nealis and SES Holdings Pte. Ltd.

10.7*^#	Employment Agreement, dated as of February 15, 2021, by and between Rohit Makharia and SES Holdings Pte. Ltd.

10.8*^#	Employment Agreement, dated as of May 24, 2016, by and between Yongkyu Son and SolidEnergy Systems Corporation.

10.9*^#	Employment Agreement, dated as of March 23, 2021, by and between Joanne Ban and SES Holdings Pte. Ltd.

10.10*^#	Employment Agreement, dated as of July 1, 2018, by and between Dr. Hong Gan and SolidEnergy Systems Corporation.

10.11	Director Nomination Agreement dated as of July 12, 2021, by and among Ivanhoe Capital Acquisition Corp., SES Holdings Pte. Ltd. and General Motors Ventures LLC.	S-4/A	10.10	01/05/2022

10.12	Board Observation Agreement, dated as of July 12, 2021, by and among Ivanhoe Capital Acquisition Corp., SES Holdings Pte. Ltd. and Hyundai Motor Company	S-4/A	10.11	01/05/2022


10.13	Letter Agreement, dated January 6, 2021, by and among the Company, its executive officers and directors and Ivanhoe Capital Sponsor LLC.	8-K	10.1	01/11/2021

10.14	IPO Letter Agreement Amendment, dated as of July 12, 2021, by Ivanhoe Capital Sponsor LLC and the officers and directors of Ivanhoe Capital Acquisition Corp.	8-K	10.1	07/13/2021

10.15*	English Translation of Shanghai Lease Agreement, dated as of August 28, 2018.

10.16*	English Translation of Amendment to Shanghai Lease Agreement, dated as of August 28, 2021.

10.17*	Commercial Lease Agreement, dated as of March 30, 2016, by and between SolidEnergy Systems Corp. and Cummings Properties, LLC.

10.18*	Amendment No. 1 to Commercial Lease Agreement, dated as of January 10, 2020.

10.19*	Amendment No. 2 to Commercial Lease Agreement, dated as of February 19, 2020.

10.20*	Amendment No. 3 to Commercial Lease Agreement, dated as of March 26, 2021.

10.21*	Amendment No. 4 to Commercial Lease Agreement, dated as of December 30 2021.

10.22*#	Form of Restricted Share Award Grant.

10.23*#	Form of Share Option Award Grant.

10.24*#	Form of Non-Disclosure and Non-Competition Agreement.

21.1*	List of Subsidiaries of SES AI Corporation.

99.1*	Press Release Announcing the Completion of the Business Combination dated February 3, 2022.

99.2*	Press Release Announcing First Day of Trading on the New York Stock Exchange dated February 4, 2022.

99.3*	Unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2021 and the year ended December 31, 2020.

104	Cover Page Interactive Data File (formatted as Inline XBRL).

*	Filed herewith.

†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

#	Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF INCORPORATION OF

SES AI CORPORATION

ARTICLE I

NAME

The name of the corporation is “SES AI Corporation” (hereinafter called the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware or any applicable successor act thereto, as the same may be amended from time to time (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 2,320,000,000 shares, consisting of 2,100,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), 200,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), and 20,000,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”). The number of authorized shares of Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below (i) the number of shares of Class A Common Stock, Class B Common Stock or Preferred Common Stock, as the case may be, then outstanding and (ii) with respect to the Class A Common Stock, the number of shares of Class A Common Stock reserved pursuant to Section 8 of Part A of this Article IV) by the affirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.

The following is a statement of the designations and the powers, preferences, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. CLASS A COMMON STOCK AND CLASS B COMMON STOCK.

Unless otherwise indicated, references to “Sections” or “Subsections” in this Part A of this Article IV refer to sections and subsections of Part A of this Article IV.

1. Equal Status; General. Except as otherwise provided in this Certificate of Incorporation (as amended and/or restated from time to time, including pursuant to any Preferred Stock Designation (as defined below), this “Certificate of Incorporation”) or required by applicable law, shares of Class A Common Stock and Class B Common Stock shall have the same rights, privileges and powers, rank equally

(including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets or winding up of the Corporation), share ratably and be identical in all respects and as to all matters. The voting, dividend, liquidation and other rights, powers and preferences of the holders of Class A Common Stock and Class B Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of the Preferred Stock of any series.

2. Voting. Except as otherwise required by applicable law, at all meetings of stockholders and on all matters submitted to a vote of stockholders of the Corporation generally, (i) each holder of Class A Common Stock, as such, shall have the right to one (1) vote per share of Class A Common Stock held of record by such holder and (ii) (A) prior to the effective time of the Amalgamation (the “Amalgamation Effective Time”), each holder of Class B Common Stock, as such, shall have the right to one (1) vote per share of Class B Common Stock held of record by such holder and (B) effective upon the Amalgamation Effective Time, each holder of Class B Common Stock, as such, shall have the right to ten (10) votes per share of Class B Common Stock held of record by such holder. Except as otherwise required by applicable law or provided in this Certificate of Incorporation, the holders of shares of Class A Common Stock and Class B Common Stock, as such, shall (a) at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders of the Corporation generally, (b) be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation, as the same may be amended and/or restated from time to time (the “Bylaws”), and (c) be entitled to vote upon such matters and in such manner as may be provided by applicable law; provided, however, that, except as otherwise required by applicable law, holders of Class A Common Stock and Class B Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are exclusively entitled, either separately or together with the holders of one or more other such series of Preferred Stock, to vote thereon pursuant to this Certificate of Incorporation or applicable law. There shall be no cumulative voting.

3. Dividend and Distribution Rights. Shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board out of any assets of the Corporation legally available therefor; provided, however, that in the event a dividend is paid in the form of shares of Class A Common Stock or Class B Common Stock (or rights to acquire, or securities convertible into or exchangeable for, such shares), then holders of Class A Common Stock shall be entitled to receive shares of Class A Common Stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), and holders of Class B Common Stock shall be entitled to receive shares of Class B Common Stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), with holders of shares of Class A Common Stock and Class B Common Stock receiving, on a per share basis, an identical number of shares of Class A Common Stock or Class B Common Stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), as applicable. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution per share of Class A Common Stock or Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.

4. Subdivisions, Combinations or Reclassifications. Shares of Class A Common Stock or Class B Common Stock may not be subdivided, combined or reclassified unless the shares of the other class is concurrently therewith proportionately subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and Class B Common Stock on the record date for such subdivision, combination or reclassification;

provided, however, that shares of one such class may be subdivided, combined or reclassified in a different or disproportionate manner if such subdivision, combination or reclassification is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.

5. Liquidation, Dissolution or Winding Up. Subject to the preferential or other rights of any holders of Preferred Stock then outstanding, upon the dissolution, distribution of assets, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Class A Common Stock and Class B Common Stock will be entitled to receive ratably all assets of the Corporation available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution, distribution of assets or winding up is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class; provided, however, that (i) for the avoidance of doubt, payments to be made or received by a holder of Class A Common Stock or Class B Common Stock in connection with any such liquidation, dissolution, distribution of assets or winding up pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be a distribution for the purposes of this Section 5, and (ii) shares of Class A Common Stock and Class B Common Stock may receive, or have the right to elect to receive, different or disproportionate distribution, payment or consideration in connection with such liquidation, dissolution, distribution of assets or winding up in order to reflect the special rights, powers and privileges of holders of shares of Class B Common Stock under this Certificate of Incorporation (which may include, without limitation, securities distributable to the holders of, or issuable upon the conversion of, each share of Class B Common Stock outstanding immediately prior to such transaction having up to ten (10) times the voting power of any securities distributable to the holders of, or issuable upon the conversion of, each share of Class A Common Stock outstanding immediately prior to such transaction) or such other rights, powers, privileges or other terms that are no more favorable, in the aggregate, to the holders of the Class B Common Stock relative to the holders of the Class A Common Stock than those contained in this Certificate of Incorporation.

6. Certain Transactions.

6.1 Merger or Consolidation. In the case of any distribution or payment in respect of the shares of Class A Common Stock or Class B Common Stock, or any consideration into which such shares are converted, upon the consolidation or merger of the Corporation with or into any other entity, such distribution, payment or consideration that the holders of shares of Class A Common Stock or Class B Common Stock have the right to receive, or the right to elect to receive, shall be made ratably on a per share basis among the holders of the Class A Common Stock and Class B Common Stock as a single class; provided, however, that (i) for the avoidance of doubt, payments to be made or received by a holder of Class A Common Stock or Class B Common Stock in connection with any such consolidation, merger or other transaction pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be a distribution for the purposes of this Section 6.1, and (ii) shares of such classes may receive, or have the right to elect to receive, different or disproportionate distribution, payment or consideration in connection with such consolidation, merger or other transaction in order to reflect the special rights, powers and privileges of holders of shares of Class B Common Stock under this Certificate of Incorporation (which may include, without limitation, securities distributable to the holders of, or issuable upon the conversion of, each share of Class B Common Stock outstanding immediately prior to such transaction having up to ten (10) times the voting power of any securities distributable to the holders of, or issuable upon the conversion of, each share of Class A Common Stock outstanding immediately prior to such transaction) or such other rights, powers, privileges or other terms that are no more favorable, in the aggregate, to the holders of the Class B Common Stock relative to the holders of the Class A Common Stock than those contained in this Certificate of Incorporation.

6.2 Third-Party Tender or Exchange Offers. The Corporation may not enter into any agreement pursuant to which a third party may by tender or exchange offer acquire any shares of Class A Common Stock or Class B Common Stock unless the holders of (a) the Class A Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration and the same amount of consideration on a per share basis as the holders of the Class B Common Stock would receive, or have the right to elect to receive, and (b) the Class B Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration and the same amount of consideration on a per share basis as the holders of the Class A Common Stock would receive, or have the right to elect to receive; provided, however, that (i) for the avoidance of doubt, payments to be made or received by a holder of Class A Common Stock or Class B Common Stock in connection with any such consolidation, merger or other transaction pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be a distribution for the purposes of this Section 6.2, and (ii) shares of such classes may receive, or have the right to elect to receive, different or disproportionate consideration in connection with such tender or exchange offer in order to reflect the special rights, powers and privileges of the holders of shares of the Class B Common Stock under this Certificate of Incorporation (which may include, without limitation, securities exchangeable for each share of Class B Common Stock having up to ten (10) times the voting power of any securities exchangeable for each share of Class A Common Stock) or such other rights, powers, privileges or other terms that are no more favorable, in the aggregate, to the holders of the Class B Common Stock relative to the holders of the Class A Common Stock than those contained in this Certificate of Incorporation.

7. Conversion.

7.1 Optional Conversion of Class B Common Stock. Following the Amalgamation Effective Time, each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation (an “Optional Class B Conversion Event”). Before any holder of Class B Common Stock shall be entitled to convert any shares of Class B Common Stock into shares of Class A Common Stock, such holder shall surrender the certificate or certificates therefor (if any), duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the Class B Common Stock, and shall provide written notice to the Corporation at its principal corporate office, of such conversion election and shall state therein the name or names (i) in which the certificate or certificates representing the shares of Class A Common Stock into which the shares of Class B Common Stock are so converted are to be issued (if such shares of Class A Common Stock are certificated) or (ii) in which such shares of Class A Common Stock are to be registered in book-entry form (if such shares of Class A Common Stock are uncertificated). If the shares of Class A Common Stock into which the shares of Class B Common Stock are to be converted are to be issued in a name or names other than the name of the holder of the shares of Class B Common Stock being converted, such notice shall be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates representing the number of shares of Class A Common Stock to which such holder shall be entitled upon such conversion (if such shares of Class A Common Stock are certificated) or shall register such shares of Class A Common Stock in book-entry form (if such shares of Class A Common Stock are uncertificated). Such conversion shall be deemed to be effective immediately prior to the close of business on the date of such surrender of the shares of Class B Common Stock to be converted following or contemporaneously with the provision of written notice of such conversion election as required by this Section 7.1, the shares of Class A Common Stock issuable upon such conversion shall be deemed to be outstanding as of such time, and the Person or Persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be deemed to be the record holder or holders of such shares of Class A Common Stock as of such time. Notwithstanding anything herein to the contrary, shares of Class B Common Stock represented by a lost, stolen or destroyed

stock certificate may be converted pursuant to an Optional Class B Conversion Event if the holder thereof notifies the Corporation or its transfer agent that such certificate has been lost, stolen or destroyed and makes an affidavit of that fact acceptable to the Corporation and executes an agreement acceptable to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate.

7.2 Automatic Conversion of Class B Common Stock. Immediately following the Domestication, each share of Class B Common Stock issued to the Sponsor in connection with the Domestication (and any other shares of Class B Common Stock issued and outstanding immediately prior to the Amalgamation Effective Time, if any) shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock. In addition, to the extent set forth below, following the Amalgamation Effective Time, each applicable share of Class B Common Stock shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the occurrence of an event described below (a “Mandatory Class B Conversion Event”):

(a) Transfers. Each share of Class B Common Stock that is subject to a Transfer (as defined in Section 10), other than a Permitted Transfer (as defined in Section 10), shall automatically, without further action by the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the closing of such Transfer (other than a Permitted Transfer).

(b) Reduction in Voting Power. Following the Amalgamation Effective Time, each outstanding share of Class B Common Stock shall automatically, without further action by the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the first date on which the Founder Group, together with all other Qualified Stockholders, collectively cease to beneficially own at least 20 % of the number of shares of Class B Common Stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Class B Common Stock) collectively held by the Founder Group and the Qualified Stockholders as of the Effective Date.

(c) Affirmative Vote. Following the Amalgamation Effective Time, each outstanding share of Class B Common Stock shall automatically, without further action by the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the date specified by the affirmative vote of the holders of at least two-thirds (2/3) of the then outstanding shares of Class B Common Stock, voting as a separate class.

7.3 Certificates. Each outstanding stock certificate (if shares are in certificated form) that, immediately prior to the occurrence of a Mandatory Class B Conversion Event, represented one or more shares of Class B Common Stock subject to such Mandatory Class B Conversion Event shall, upon such Mandatory Class B Conversion Event, be deemed to represent an equal number of shares of Class A Common Stock, without the need for surrender or exchange thereof. The Corporation shall, upon the request of any holder whose shares of Class B Common Stock have been converted into shares of Class A Common Stock as a result of an Optional Class B Conversion Event or a Mandatory Class B Conversion Event (either of the foregoing, a “Conversion Event”) and upon surrender by such holder to the Corporation of the outstanding certificate(s) formerly representing such holder’s shares of Class B Common Stock, if any (or, in the case of any lost, stolen or destroyed certificate, upon such holder providing an affidavit of that fact acceptable to the Corporation and executing an agreement acceptable to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate), issue and deliver to such holder (or such other Person specified pursuant to Section 7.1) certificate(s) representing the shares of Class A Common Stock into which such holder’s shares of Class B Common Stock were converted as a result of such Conversion Event (if such shares are certificated) or, if such shares are uncertificated, register such shares in book-entry form. Each share of Class B Common Stock that is converted pursuant to Section 7.1 or Section 7.2 shall thereupon automatically be retired and shall not be available for reissuance.

7.4 Policies and Procedures. The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of this Certificate of Incorporation or Bylaws of the Corporation, relating to the conversion of the Class B Common Stock into Class A Common Stock, as it may deem necessary or advisable in connection therewith (it being understood, for the avoidance of doubt, that this sentence shall not authorize or empower the Corporation to expand upon the events that constitute a Mandatory Class B Conversion Event). The Corporation may request that the holder of shares of Class B Common Stock furnish affidavits or other evidence to the Corporation as the Corporation deems necessary to verify ownership of Class B Common Stock and determine whether a conversion of shares of Class B Common Stock to Class A Common Stock has occurred. In connection with any action of stockholders taken at a meeting, the stock ledger of the Corporation (or in book-entry as maintained by the transfer agent of the Corporation) shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders and the class or classes or series of shares held by each such stockholder and the number of shares of each class or classes or series held by such stockholder.

8. Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. If at any time the number of authorized but unissued shares of Class A Common Stock will not be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock, the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as will be sufficient for such purpose.

9. Protective Provisions. Following the consummation of the Business Combination, unless such action is first approved by the affirmative vote (or written consent) of the holders of two-thirds (2/3^rd) of the then-outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Certificate of Incorporation or the Bylaws, prior to the Final Conversion Date, the Corporation shall not, whether by merger, consolidation, certificate of designation or otherwise (i) amend, alter, repeal or waive any provision of Part A of this Article IV (or adopt any provision inconsistent therewith), or (ii) except for the shares of Class B Common Stock issued pursuant to the Business Combination and as provided in Section 10 below, authorize, or issue any shares of, any class or series of capital stock of the Corporation entitling the holder thereof to more than (1) vote for each share thereof or entitling any class or series of securities to designate or elect directors as a class or series separate from the Class A Common Stock and Class B Common Stock.

10. Issuance of Additional Shares. From and after the consummation of the Business Combination, additional shares of Class B Common Stock may be issued only to a Qualified Stockholder. Any shares of Class B Common Stock that are acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be cancelled, retired and eliminated from the shares that the Corporation shall be authorized to issue.

11. Definitions. For purposes of this Certificate of Incorporation:

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Amalgamation” means the amalgamation of Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares (“Amalgamation Sub”), and SES Holdings Pte. Ltd., a Singapore private company limited by shares (“SES Holdings”), subject to the terms and conditions set forth in the Business Combination Agreement.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of July 12, 2021, by and among the Corporation (f/k/a Ivanhoe Capital Acquisition Corp.), Amalgamation Sub and SES Holdings.

“Change of Control Transaction” means (i) the sale, lease, exchange, or other disposition (other than liens and encumbrances created in the ordinary course of business, including liens or encumbrances to secure indebtedness for borrowed money that are approved by the Board, so long as no foreclosure occurs in respect of any such lien or encumbrance) of all or substantially all of the Corporation’s property and assets (which shall for such purpose include the property and assets of any direct or indirect subsidiary of the Corporation), provided that any sale, lease, exchange or other disposition of property or assets exclusively between or among the Corporation and any direct or indirect subsidiary or subsidiaries of the Corporation shall not be deemed a “Change of Control Transaction”; (ii) the merger, consolidation, business combination, or other similar transaction of the Corporation with any other entity, other than a merger, consolidation, business combination, or other similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its Parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation and more than fifty percent (50%) of the total number of outstanding shares of the Corporation’s capital stock, in each case as outstanding immediately after such merger, consolidation, business combination, or other similar transaction, and the stockholders of the Corporation immediately prior to the merger, consolidation, business combination, or other similar transaction continuing to own voting securities of the Corporation, the surviving entity or its Parent immediately following the merger, consolidation, business combination, or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned of the voting securities of the Corporation immediately prior to the transaction; and (iii) a recapitalization, liquidation, dissolution, or other similar transaction involving the Corporation, other than a recapitalization, liquidation, dissolution, or other similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation and more than fifty percent (50%) of the total number of outstanding shares of the Corporation’s capital stock, in each case as outstanding immediately after such recapitalization, liquidation, dissolution or other similar transaction, and the stockholders of the Corporation immediately prior to the recapitalization, liquidation, dissolution or other similar transaction continuing to own voting securities of the Corporation, the surviving entity or its parent immediately following the recapitalization, liquidation, dissolution or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned of the voting securities of the Corporation immediately prior to the transaction.

“Domestication” has the meaning set forth in the Business Combination Agreement.

“Effective Date” means the date on which this Certificate of Incorporation is first effective.

“Family Member” means, with respect to any natural person who is a Qualified Stockholder, (a) the spouse of such Qualified Stockholder, (b) the parents, grandparents, lineal descendants, siblings or lineal descendants of siblings of such Qualified Stockholder or (c) the parents, grandparents, lineal descendants, siblings or lineal descendants of siblings of the spouse of such Qualified Stockholder. Lineal descendants shall include adopted persons, but only so long as they are adopted during minority.

“Fiduciary” means a Person who (a) is an executor, personal representative, administrator, trustee, manager, managing member, general partner, director, officer or any other agent of a Person and (b) manages, controls or otherwise has decision-making authority with respect to such Person, but, in each case, only to the extent that such Person may be removed, directly or indirectly, by one or more Qualified Stockholders and replaced with another Fiduciary selected, directly or indirectly, by one or more Qualified Stockholders.

“Final Conversion Date” means the date on which no shares of Class B Common Stock shall remain outstanding.

“Founder” means Qichao Hu.

“Founder Group” means, collectively, (i) Founder, (ii) The Qichao Hu 2021 Irrevocable Trust U/A/D March 31, 2021, (iii) The Qichao Hu Family Delaware Trust U/A/D March 31, 2021, (iv) The Qichao Hu 2021 Annuity Trust Dated March 31, 2021 and (v) their respective Affiliates (other than, for the avoidance of doubt, SES Holdings or any of its subsidiaries).

“Liquidation Event” means any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, or any Change of Control Transaction.

“Parent” of an entity means any entity that directly or indirectly owns or controls a majority of the voting power of the voting securities of such entity.

“Permitted Entity” means:

(a) a Permitted Trust for so long as such Permitted Trust is solely for the current benefit of a Qualified Beneficiary (and, for the avoidance of doubt, notwithstanding that a remainder interest in such Permitted Trust is for the benefit of any Person other than a Qualified Beneficiary);

(b) any general partnership, limited partnership, limited liability company, corporation, public benefit corporation or other entity, in each case, for so long as such entity is exclusively owned, by (1) one or more Qualified Stockholders, (2) one or more Family Members of such Qualified Stockholders and/or (3) any other Permitted Entity of such Qualified Stockholders;

(c) any foundation or similar entity or any Qualified Charity for so long as (i) one or more Qualified Stockholders continues to, directly or indirectly, exercise Voting Control over any shares of Class B Common Stock from time to time Transferred to such foundation or similar entity or Qualified Charity, and/or (ii) a Fiduciary of such foundation or similar entity or Qualified Charity exercises Voting Control over such shares of Class B Common Stock;

(d) an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stock bonus or other type of plan or trust of which such Qualified Stockholder is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the Internal Revenue Code for so long as such Qualified Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held in such account, plan or trust;

(e) the executor or personal representative of the estate of a Qualified Stockholder upon the death of such Qualified Stockholder solely to the extent the executor or personal representative is acting in the capacity of executor or personal representative of such estate;

(f) a revocable living trust, which revocable living trust is itself both a Permitted Trust and a Qualified Stockholder, during the lifetime of the natural person grantor of such trust; or

(g) a revocable living trust (including any irrevocable administrative trust resulting from the death of the natural person grantor of such trust) which trust is itself both a Permitted Trust and a Qualified Stockholder, following the death of the natural person grantor of such trust, solely to the extent that such shares are held in such trust pending distribution to the beneficiaries designated in such trust.

Except as explicitly provided for herein, a Permitted Entity of a Qualified Stockholder shall not cease to be a Permitted Entity solely by reason of the death of that Qualified Stockholder.

“Permitted Transfer” means, and is restricted to, any Transfer of a share of Class B Common Stock:

(a) by a Qualified Stockholder that is not a Permitted Entity to (i) one or more Family Members of such Qualified Stockholder, (ii) any Permitted Entity of such Qualified Stockholder, or (iii) any Permitted Entity of one or more Family Members of such Qualified Stockholder;

(b) by a Permitted Entity of a Qualified Stockholder to (i) such Qualified Stockholder or one or more Family Members of such Qualified Stockholder, (ii) any other Permitted Entity of such Qualified Stockholder, or (iii) any Permitted Entity of one or more Family Members of such Qualified Stockholder; or

(c) any Transfer approved in advance by the Board, or a duly authorized committee of the Board, upon a determination that such Transfer is not inconsistent with the purposes of the foregoing provisions of this definition of “Permitted Transfer.”

For the avoidance of doubt, the direct Transfer of any share or shares of Class B Common Stock by a holder thereof to any other Person shall qualify as a “Permitted Transfer” within the meaning of this Section, if such Transfer could have been completed indirectly through one or more transactions involving more than one Transfer, so long as each Transfer in such transaction or transactions would otherwise have qualified as a “Permitted Transfer” within the meaning of this Section. For the further avoidance of doubt, a Transfer may qualify as a “Permitted Transfer” within the meaning of this Section under any one or more than one of the clauses of this Section as may be applicable to such Transfer, without regard to any proviso in, or requirement of, any other clause(s) of this Section.

“Permitted Transferee” means, as of any date of determination, a Person that is entitled to be a transferee of shares of Class B Common Stock in a Transfer that, as of such date, would constitute a Permitted Transfer.

“Permitted Trust” means a bona fide trust where each trustee is (a) a Qualified Stockholder; (b) a Family Member of a Qualified Stockholder; or (c) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies, accounting, legal or financial advisor, or bank trust departments.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization or other entity, whether domestic or foreign.

“Qualified Beneficiary” means (i) one or more Qualified Stockholders, (ii) one or more Family Members of a Qualified Stockholder and/or (iii) any other Permitted Entities of one or more Qualified Stockholders.

“Qualified Charity” means a domestic U.S. charitable organization, contributions to which are deductible for federal income, estate, gift and generation skipping transfer tax purposes.

“Qualified Stockholder” means (i) any member of the Founder Group and (ii) any Person that is a Permitted Transferee of a Qualified Stockholder.

“Requisite Stockholder Consent” means (i) prior to the Voting Threshold Date, the action at a meeting or by written consent (to the extent permitted under this Certificate of Incorporation) of the holders of a majority in voting power of the shares of capital stock of the Corporation that would then be entitled to vote in the election of directors at an annual meeting of stockholders, and (ii) on and after the Voting Threshold Date, the action at a meeting or by written consent (to the extent permitted under this Certificate of Incorporation) of the holders of two-thirds (2/3rds) of the voting power of the shares of capital stock of the Corporation that would then be entitled to vote in the election of directors at an annual meeting of stockholders.

“Sponsor” has the meaning set forth in the Business Combination Agreement.

“Transfer” of a share of Class B Common Stock means, directly or indirectly, any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation or otherwise), including, without limitation, the transfer of a share of Class B Common Stock to a broker or other nominee or the transfer of, or entering into a binding agreement with respect to, Voting Control over such share by proxy or otherwise. A Transfer shall also be deemed to have occurred with respect to a share of Class B Common Stock beneficially held by a Person that received shares in a Permitted Transfer if there occurs any act or circumstance that causes such Person to no longer be a Permitted Transferee. In addition, for the avoidance of doubt, a Transfer shall be deemed to have occurred if a holder that is a partnership, limited partnership, limited liability company or corporation distributes or otherwise transfers its shares of Class B Common Stock to its partners, stockholders, members or other equity owners. Notwithstanding the foregoing, the following shall not be considered a Transfer:

(a) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board in connection with (i) actions to be taken at an annual or special meeting of stockholders, or (ii) any other action of the stockholders permitted by this Certificate of Incorporation;

(b) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class B Common Stock, which voting trust, agreement or arrangement does not involve any payment of cash, securities or other property to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner; for the avoidance of doubt, any voting trust, agreement or arrangement entered into prior to the Effective Date shall not constitute a Transfer;

(c) the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer at such time;

(d) any change in the trustee(s) or the Person(s) and/or entity(ies) having or exercising Voting Control over shares of Class B Common Stock held by a Permitted Entity, provided that following such change such Permitted Entity continues to be a Permitted Entity;

(e) (1) the assignment, transfer, conveyance, hypothecation or other transfer or disposition of shares of Class B Common Stock by a Qualified Stockholder to a grantor retained annuity trust (a “GRAT”) for which the trustee is (A) such Qualified Stockholder, (B) a Family Member of such Qualified Stockholder, (C) a professional in the business of providing trustee services, including

private professional fiduciaries, trust companies, accounting, legal or financial advisors, or bank trust departments, (D) an employee of the Corporation or a member of the Board or (E) solely in the case of any such trust established by a natural Person grantor, any other bona fide trustee; (2) the change in trustee for such a GRAT from one of the Persons identified in the foregoing subclauses (A) through (E) to another Person identified in the foregoing subclauses (A) through (E); and (3) the distribution of such shares of Class B Common Stock from such GRAT to such Qualified Stockholder (provided, however, that the distribution of shares of Class B Common Stock to any beneficiary of such GRAT except such Qualified Stockholder shall constitute a Transfer unless such distribution qualifies as a Permitted Transfer at such time);

(f) any Transfer of shares of Class B Common Stock, whether by a Qualified Stockholder or a Permitted Entity, to a broker or other nominee for so long as the transferor retains (i) Voting Control, (ii) sole dispositive power over such shares of Class B Common Stock, and (iii) the economic consequences of ownership of such shares of Class B Common Stock;

(g) entering into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with a broker or other nominee; provided, however, that a sale of such shares of Class B Common Stock pursuant to such plan shall constitute a “Transfer” at the time of such sale;

(h) in connection with a Change of Control Transaction (1) the entering into a support, voting, tender or similar agreement or arrangement, (2) the granting of any proxy and/or (3) the tendering of any shares in any tender or exchange offer for all of the outstanding shares of Class A Common Stock and Class B Common Stock;

(i) due to the fact that the spouse of any holder of shares of Class B Common Stock possesses or obtains an interest in such holder’s shares of Class B Common Stock arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a “Transfer” of such shares of Class B Common Stock; provided that any transfer of shares by any holder of shares of Class B Common Stock to such holder’s spouse, including a transfer in connection with a divorce proceeding, domestic relations order or similar legal requirement, shall constitute a “Transfer” of such shares of Class B Common Stock unless (1) otherwise exempt from the definition of Transfer, or (2) in connection with such divorce proceeding, domestic relations order or similar legal requirement, a Qualified Stockholder is entitled to retain (and for so long as a Qualified Stockholder does actually retain) either (x) the exclusive right to exercise the power to vote or direct the voting of such shares of Class B Common Stock, or (y) sole dispositive power over such shares of Class B Common Stock; and

(j) entering into a support, voting, tender or similar agreement, arrangement or understanding (with or without granting a proxy) in connection with a Liquidation Event or consummating the actions or transactions contemplated therein (including, without limitation, tendering shares of Class B Common Stock in connection with a Liquidation Event, the consummation of a Liquidation Event or the sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of shares of Class B Common Stock or any legal or beneficial interest in shares of Class B Common Stock in connection with a Liquidation Event), provided that such Liquidation Event was approved by the Board.

“Voting Control” means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

“Voting Threshold Date” means the first date on which the issued and outstanding shares of Class B Common Stock represents less than 50% of the total voting power of the then outstanding shares of capital stock of the Corporation that would then be entitled to vote in the election of directors at an annual meeting of stockholders.

B. PREFERRED STOCK

Subject to Article IV, Part A, Section 9, Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.

Subject to Article IV, Part A, Section 9, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designations relating thereto in accordance with the DGCL (a “Preferred Stock Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.

ARTICLE V

AMENDMENT OF THE CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change, adopt or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of shares of any class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of two-thirds (2/3^rd) of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with Articles IV, V, VI, VII, VIII, IX, X, XI and XII; provided further, so long as any shares of Class B Common Stock remain outstanding, following the consummation of the Business Combination, the Corporation shall not, without the prior affirmative vote of the holders of two-thirds (2/3^rd) of the outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law or this Certificate of Incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of this Certificate of Incorporation (1) in a manner that is inconsistent with, or that otherwise alters or changes, any of the voting, conversion, dividend or liquidation provisions of the shares of Class B Common Stock or other rights, powers, preferences or privileges of the shares of Class B Common Stock; (2) to provide for each share of Class A Common Stock or any other class of common stock of the Corporation to have more than one (1) vote per share or any rights to a separate class vote of the holders of shares of Class A Common Stock other than as provided by this Certificate of Incorporation or required by the DGCL; or (3) to otherwise adversely impact or affect the rights, powers, preferences or privileges of the shares of Class B Common Stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of Class A Common Stock; provided

further, that so long as any shares of Class A Common Stock remain outstanding, the Corporation shall not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock, voting as a separate class, in addition to any other vote required by applicable law or this Certificate of Incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of this Certificate of Incorporation (1) in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Class A Common Stock so as to affect them adversely; or (2) to provide for each share of Class B Common Stock to have more than ten (10) votes per share or any rights to a separate class vote of the holders of shares of Class B Common Stock other than as provided by this Certificate of Incorporation or required by the DGCL. For the avoidance of doubt, (i) nothing in the immediately preceding provisos shall limit the rights of the Board as specified in Article IV, Part B (as qualified by Article IV, Part A, Section 9) or Article VI of this Certificate of Incorporation, and (ii) notwithstanding anything in this Article V to the contrary, any amendment to a provision that contemplates a specific approval requirement by the stockholders (or any class of capital stock of the Corporation) in this Certificate of Incorporation (including the definition of Requisite Stockholder Consent and Voting Threshold Date) shall require the greater of (x) the specific approval requirement by the stockholders (or any class of capital stock of the Corporation) contemplated in such provision, and (y) the approval requirements contemplated by this Article V.

ARTICLE VI

AMENDMENT OF THE BYLAWS

In furtherance and not in limitation of the powers conferred upon it by the DGCL, and subject to the terms of any series of Preferred Stock, the Board shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board at which a quorum is present in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation, without the vote of stockholders. The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Certificate of Incorporation, by the Requisite Stockholder Consent.

ARTICLE VII

BOARD OF DIRECTORS

This Article VII is inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders.

1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law.

2. Number of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of the directors of the Corporation shall be fixed from time to time by a majority of the Board. For the avoidance of doubt, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

3. Classified Board. On the Effective Date, directors of the Board shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes, with each director then in office to be designated as a “Class I Director”, a “Class II Director” or a “Class III Director”, with each class to be apportioned as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. The initial Class I Directors shall

serve for a term expiring at the first annual meeting of stockholders of the Corporation following the Effective Date; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Effective Date; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the Effective Date. At each annual meeting of stockholders beginning with the first annual meeting of stockholders following the Effective Date, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders following their election, with each director in each such class to hold office until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal in accordance with this Article VII, Section 5. The Board is authorized to assign each director already in office as of the Effective Date, as well as each director elected or appointed to a newly created directorship due to an increase in the size of the Board, to Class I, Class II or Class III. The provisions of this Article VII, Section 3 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors and such directors need not serve classified terms.

4. Vacancies; Newly Created Directorships. Except as otherwise required by law and the separate rights of the holders of any series of Preferred Stock then outstanding, unless the Board otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board resulting from the death, resignation, disqualification, removal from office or other cause shall be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director entitled to vote thereon, and not by the stockholders; provided, that when one or more directors resign and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a director who has so resigned but whose resignation has not yet become effective shall be included in the majority of directors who have the power to fill such vacancy or vacancies. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified.

5. Removal. Subject to the rights of the holders of any series of Preferred Stock expressly set forth in a Preferred Stock Designation adopted in compliance with this Certification of Incorporation, prior to the Voting Threshold Date, any director or the entire Board may be removed from office at any time with or without cause and for any or no reason; provided, however, that from and after the occurrence of the Voting Threshold Date, any director of the entire Board may be removed from office at any time, but only for cause and only upon the Requisite Stockholder Consent.

6. Committees. Pursuant to the Bylaws of the Corporation, the Board may establish one or more committees to which may be delegated any or all of the powers and duties of the Board to the full extent permitted by law.

7. Stockholder Nominations and Introduction of Business. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

8. Ballot; Election of Directors. Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

9. Preferred Stock. During any period when the holders of any series of Preferred Stock have the special right to elect additional directors pursuant to the provisions of any certificate of designation, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such series of Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to such provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject

to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by this Certificate of Incorporation (including any certificate of designation establishing any series of Preferred Stock), whenever the holders of any series of Preferred Stock having the special right to elect additional directors cease to hold such right pursuant to this Certificate of Incorporation (including any such certificate of designation), the terms of office of all such additional directors elected by the holders of such series, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and each such director shall cease to be qualified as (and shall cease to be) a director, and the total authorized number of directors of the Corporation shall be reduced accordingly.

ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained in this Article VIII shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to the provisions of Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No repeal or modification of this Article VIII shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE IX

INDEMNIFICATION

1. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action, upon the date of such amendment.

2. The Corporation, to the fullest extent permitted by law, may indemnify and advance expenses to any Person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

3. Neither any amendment nor repeal of this Article IX, nor the adoption by amendment of this Certificate of Incorporation of any provision inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action or proceeding accruing or arising (or that, but for this Article IX, would accrue or arise) prior to such amendment or repeal or adoption of an inconsistent provision.

ARTICLE X

CONSENT OF STOCKHOLDERS IN LIEU OF MEETING

Subject to the terms of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting; provided, that prior to the Voting Threshold Date, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand, overnight courier or by certified or registered mail, return receipt requested.

ARTICLE XI

SPECIAL MEETING OF STOCKHOLDERS

Special meetings of stockholders for any purpose or purposes may be called at any time by the Board, the Chairperson of the Board or the Chief Executive Officer of the Corporation, and may not be called by any other Person or Persons; provided that, prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of stockholders of the Corporation collectively holding shares of capital stock of the Corporation with voting power sufficient to provide the Requisite Stockholder Consent. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

ARTICLE XII

FORUM SELECTION

1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) of the Corporation to bring (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws, (d) any action to interpret, apply, enforce or determine the validity of any provisions of this Certificate of Incorporation or the Bylaws or (e) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article XII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner) of the Corporation, to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (i) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article XII and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

3. Notwithstanding the foregoing, the foregoing provisions of this Article XII shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

ARTICLE XIII

MISCELLANEOUS

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible and without limiting any other provisions of this Certificate of Incorporation (or any other provision of the Bylaws or any agreement entered into by the Corporation), the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to, or for the benefit of, the Corporation to the fullest extent permitted by law.

To the fullest extent permitted by law, each and every Person purchasing or otherwise acquiring any interest (of any nature whatsoever) in any shares of the capital stock of the Corporation shall be deemed, by reason of and from and after the time of such purchase or other acquisition, to have notice of and to have consented to all of the provisions of (a) this Certificate of Incorporation, (b) the Bylaws and (c) any amendment to this Certificate of Incorporation or the Bylaws enacted or adopted in accordance with this Certificate of Incorporation, the Bylaws and applicable law.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Certificate of Incorporation has been executed this February 2nd, 2022.


SES AI CORPORATION

By:		/s/ Michelle Hendrickson
Name:		Michelle Hendrickson
Title:		Sole Incorporation
Address: c/o Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002

Exhibit 3.2

BYLAWS OF

SES AI CORPORATION

(a Delaware corporation)

Table of Contents


		Page
Article I - Corporate Offices			1

1.1	Registered Office		1
1.2	Other Offices		1

Article II - Meetings of Stockholders			1

2.1	Place of Meetings		1
2.2	Annual Meeting		1
2.3	Special Meeting		1
2.4	Advance Notice Procedures for Business Brought before a Meeting		1
2.5	Advance Notice Procedures for Nominations of Directors		5
2.6	Notice of Stockholders’ Meetings		9
2.7	Manner of Giving Notice; Affidavit of Notice		9
2.8	Quorum		9
2.9	Adjourned Meeting; Notice		9
2.10	Conduct of Business		10
2.11	Voting		10
2.12	Record Date for Stockholder Meetings and Other Purposes		10
2.13	Proxies		11
2.14	List of Stockholders Entitled to Vote		11
2.15	Inspectors of Election		12
2.16	Virtual Meeting		12
2.17	Delivery to the Corporation		13

Article III – Directors			13

3.1	Powers		13
3.2	Number of Directors		13
3.3	Election, Qualification and Term of Office of Directors		13
3.4	Resignation and Vacancies		13
3.5	Place of Meetings; Meetings by Telephone		14
3.6	Regular Meetings		14
3.7	Special Meetings; Notice		14
3.8	Quorum		14
3.9	Action by Unanimous Consent Without a Meeting		15
3.10	Fees and Compensation of Directors		15
3.11	Removal		15
3.12	Presiding Director		15

Article IV - Committees			15

4.1	Committees of Directors		15
4.2	Committee Minutes		16
4.3	Meetings and Actions of Committees		16

Article V - Officers			16

5.1	Officers		16
5.2	Appointment of Officers		17
5.3	Subordinate Officers		17

(i)

Table of Contents

(continued)


		Page
5.4	Removal and Resignation of Officers		17
5.5	Vacancies in Offices		17
5.6	Representation of Securities of Other Entities		17
5.7	Tenure, Authority and Duties of Officers		17

Article VI - Records			17

Article VII - General Matters			18

7.1	Execution of Corporate Contracts and Instruments		18
7.2	Stock Certificates		18
7.3	Lost Certificates		18
7.4	Shares Without Certificates		19
7.5	Dividends		19
7.6	Fiscal Year		19
7.7	Seal		19
7.8	Transfer of Stock		19
7.9	Stock Transfer Agreements		19
7.10	Registered Stockholders		19
7.11	Waiver of Notice		20

Article VIII - Notice by Electronic Transmission			20

8.1	Notice by Electronic Transmission		20
8.2	Definition of Electronic Transmission		21

Article IX - Indemnification			21

9.1	Indemnification of Directors and Officers		21
9.2	Indemnification of Others		22
9.3	Prepayment of Expenses		22
9.4	Determination; Claim		22
9.5	Non-Exclusivity of Rights		23
9.6	Insurance		23
9.7	Other Indemnification		23
9.8	Continuation of Indemnification		23
9.9	Amendment or Repeal; Interpretation		23

Article X - Definitions			24

(ii)

BYLAWS OF

SES AI CORPORATION

Article I - Corporate Offices

1.1 Registered Office.

The address of the registered office of SES AI Corporation (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (the “Certificate of Incorporation”).

1.2 Other Offices.

The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.

Article II - Meetings of Stockholders

2.1 Place of Meetings.

Meetings of stockholders shall be held at such place, if any, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive offices.

2.2 Annual Meeting.

The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 may be transacted. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

2.3 Special Meeting.

Special meetings of the stockholders may be called only by such Persons and only in such manner as set forth in the Certificate of Incorporation. The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.

No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.

2.4 Advance Notice Procedures for Business Brought before a Meeting.

(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of the Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a stockholder of record of the Corporation both at the time of giving the notice provided for in

this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.4 or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), which proposal has been included in the proxy statement for the annual meeting. The foregoing clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. The only matters that may be brought before a special meeting are the matters specified in the Corporation’s notice of meeting given by or at the direction of the Person calling the meeting pursuant to the Certificate of Incorporation and Section 2.3 of these bylaws of the Corporation (these “Bylaws”). For purposes of this Section 2.4 and Section 2.5 of these Bylaws, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting, and a “qualified representative” of such proposing stockholder shall be, if such proposing stockholder is (x) a general or limited partnership, any general partner or Person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (y) a corporation or a limited liability company, any officer or Person who functions as an officer of the corporation or limited liability company or any officer, director, general partner or Person who functions as an officer, director or general partner of any entity ultimately in control of the corporation or limited liability company or (z) a trust, any trustee of such trust. This Section 2.4 shall apply to any business that may be brought before an annual meeting of stockholders other than nominations for election to the Board at an annual meeting, which shall be governed by Section 2.5 of these Bylaws. Stockholders seeking to nominate Persons for election to the Board must comply with Section 2.5 of these Bylaws, and this Section 2.4 shall not be applicable to nominations for election to the Board except as expressly provided in Section 2.5 of these Bylaws.

(ii) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in proper form to the secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on the ninetieth (90^th) day and not earlier than the close of business on the one hundred twentieth day (120^th) day, in each case, prior to the one-year anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s annual meeting of stockholders in the year of the closing of the business combination contemplated by the Business Combination Agreement, dated July 12, 2021 and amended on September 20, 2021, by and among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd., be deemed to have occurred on June 1, 2022); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the close of business on the ninetieth (90^th) day prior to such annual meeting or, if later, on the tenth (10^th) day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.

(iii) To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the secretary shall set forth:

(a) As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records); and (B) the number of shares of each class or series of stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing

Person or any of its affiliates or associates (for purposes of these Bylaws, as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”);

(b) As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of stock of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence (including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly (a) give a Person economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any Person with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any Person with respect to any shares of any class or series of capital stock of the Corporation) in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (B) any performance-related fee (other than an asset-based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any Synthetic Equity Position, (C) any rights to dividends on the shares of any class or series of stock of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (D) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (E) any other material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (F) any direct or indirect

material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (G) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation and (H) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (G) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner;

(c) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bylaws, the text of such proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other Person (including their names) in connection with the proposal of such business by such stockholder or in connection with acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation, (D) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s), and to the extent known, the class and number of all shares of the Corporation’s capital stock owned of record or beneficially by such other stockholder(s) or other beneficial owner(s) and (E) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this Section 2.4(iii) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

(d) A statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to approve the business proposal.

(iv) For purposes of this Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing the notice of business proposed to be brought before an annual meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, or (c) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

(v) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(vi) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.4. The Board or a designated committee thereof shall have the power to determine whether business proposed to be brought before the annual meeting was made in accordance with the provisions of these Bylaws. If neither the Board nor such designated committee makes a determination as to whether any nomination was made in accordance with the provisions of these Bylaws, the presiding officer at the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting. If the Board or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal was not made in accordance with the provisions of Section 2.4, any such business not properly brought before the meeting shall not be transacted.

(vii) In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or the holders of any series of Preferred Stock (as defined in the Certificate of Incorporation).

(viii) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

2.5 Advance Notice Procedures for Nominations of Directors.

(i) Annual Meeting of Stockholders. Nominations of any person for election to the Board (a) in the case of an annual meeting may be made at such meeting only (1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board or these Bylaws or (2) by a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is entitled to vote at the meeting and (iii) has complied with this Section 2.5 as to such notice and nomination.

(a) The foregoing clause (3) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any annual meeting of stockholders.

(b) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting pursuant to Section 2.5(i)(c), the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these Bylaws) thereof in writing and in proper form to the secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth by this Section 2.5, and (c) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a Nominating Person may nominate for election at the annual meeting pursuant to Section 2.5(i)(c) of these Bylaws shall not exceed the number of directors to be elected at such annual meeting.

(A) As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these Bylaws) except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(a);

(B) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(c) shall be made with respect to nomination of each Person for election as a director at the meeting);

(C) A statement whether or not the Nominating Person will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such Nominating Person to be sufficient to elect the nominee or nominees proposed to be nominated by such Nominating Person; and

(D) As to each candidate whom a Nominating Person proposes to nominate for election as a director, (1) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such candidate for nomination were a Nominating Person, (2) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (3) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (1) through (3) are referred to as “Nominee Information”), and (4) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(e).

(d) A stockholder providing notice of any nomination proposed to be made at the applicable meeting of stockholders shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(e) To be eligible to be a candidate for election as a director of the Corporation at the applicable meeting of stockholders, a candidate must be nominated in the manner prescribed in this Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board), to the secretary at the principal executive offices of the Corporation, (1) a completed written questionnaire (in the form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such candidate for nomination and (2) a written representation and agreement (in the form provided by the Corporation) that such candidate for nomination (A) is not, and will not become a party to, any agreement, arrangement or understanding with any Person other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed therein, (B) understands his or her duties as a director under the DCGL and agrees to act in accordance with those duties while serving as a director, (C) is not or will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such nominee, if elected as a director, will act or vote as a director on any issue or question to be decided by the Board, in any case, to the extent that such arrangement, understanding, commitment or assurance (i) could limit or interfere with his or her ability to comply, if elected as director of the Corporation, with his or her fiduciary duties under applicable law or with policies and guidelines of the Corporation applicable to all directors or (ii) has not been disclosed to the Corporation prior to or concurrently with the Nominating Person’s submission of the nomination, and (D) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to all directors and in effect during such Person’s term in office as a director (and, if requested by any candidate for nomination, the secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect).

(f) The Board may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be requested by the Board in writing prior to the applicable meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines, if any.

(ii) Special Meetings of Stockholders. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board or these Bylaws or (2) provided that the Board (or a stockholder exercising its right to call a special meeting pursuant to the Certificate of Incorporation) has determined that directors shall be elected at such meeting, by a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is entitled to vote at the meeting and (iii) has complied with this Section 2.5 as to such notice and nomination. The foregoing clause (2) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice as required by and meeting the requirements of paragraphs (i)(b), (i)(c), (i)(d), (i)(e) and (i)(f) of this Section 2.05 shall be delivered to the secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120^th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(iii) General.

(a) For purposes of this Section 2.5, the term “Nominating Person” shall mean (a) the stockholder providing the notice of the nomination proposed to be made at the meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (c) any other participant in such solicitation.

(b) Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated and elected in accordance with this Section 2.5.

(c) In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(d) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with this Section 2.5, as applicable. The Board or a designated committee thereof shall have the power to determine whether a nomination before the applicable meeting of stockholders was made in accordance with the provisions of these Bylaws. If neither the Board nor such designated committee makes a determination as to whether any nomination was made in accordance with the provisions of these Bylaws, the presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this

Section 2.5, and if he or she should so determine, he or she shall so declare such determination to the meeting; provided, however, that nothing herein shall limit the power and authority of the Board or such designated committee to make any such determination in advance of such meeting. If the Board or a designated committee thereof or the presiding officer, as applicable, determines that any nomination was not made in accordance with the provisions of Section 2.5, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

2.6 Notice of Stockholders’ Meetings.

Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with either Section 2.7 or Section 8.1 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.7 Manner of Giving Notice; Affidavit of Notice.

Notice of any meeting of stockholders shall be deemed given:

(i) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporation’s records;

(i) if delivered by courier service, at the earlier of when the notice is received or left at such stockholder’s address; or

(ii) if electronically transmitted as provided in Section 8.1 of these Bylaws.

An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.8 Quorum.

Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these Bylaws until a quorum is present or represented.

2.9 Adjourned Meeting; Notice.

When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the

adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

2.10 Conduct of Business.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the Person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other Persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.11 Voting.

Except as may be otherwise provided in the Certificate of Incorporation, these Bylaws or the DGCL, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder.

Except as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law, or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.

2.12 Record Date for Stockholder Meetings and Other Purposes.

In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting

of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

If stockholder action by consent in lieu of a meeting is not prohibited by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in lieu of a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in lieu of a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

2.13 Proxies.

Each stockholder entitled to vote at a meeting of stockholders may authorize another Person or Persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but, no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. The authorization of a Person to act as a proxy may be documented, signed and delivered in accordance with Section 116 of the DGCL; provided that such authorization shall set forth, or be delivered with information enabling the Corporation to determine, the identity of the stockholder granting such authorization.

2.14 List of Stockholders Entitled to Vote.

The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10^th day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the

Corporation’s principal executive offices. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in Person or by proxy at any meeting of stockholders.

2.15 Inspectors of Election.

Before any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The Corporation may designate one or more Persons as alternate inspectors to replace any inspector who fails to act. If any Person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the chairperson of the meeting shall appoint a Person to fill that vacancy.

Such inspectors shall:

(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots;

(ii) count all votes or ballots;

(iii) count and tabulate all votes;

(iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and

(v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such Persons to assist them in performing their duties as they determine. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

2.16 Virtual Meeting.

The Board may, in its sole discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication (i) participate in a meeting of stockholders; and (ii) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that

(a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (b) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (c) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

2.17 Delivery to the Corporation.

Whenever this Article II requires one or more Persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), unless the Corporation otherwise provides, such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

Article III– Directors

3.1 Powers.

Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

3.2 Number of Directors.

Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 Election, Qualification and Term of Office of Directors.

Except as provided in the Certificate of Incorporation, each director shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Directors need not be stockholders. The Certificate of Incorporation or these Bylaws may prescribe qualifications for directors.

3.4 Resignation and Vacancies.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned but whose resignations have not yet become effective, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only in the manner provided in the Certificate of Incorporation and applicable law.

3.5 Place of Meetings; Meetings by Telephone.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.

3.6 Regular Meetings.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

3.7 Special Meetings; Notice.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the secretary or a majority of the total number of directors constituting the Board.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand or by courier;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile or electronic mail; or

(iv) sent by other means of electronic transmission,

directed to each director at that director’s address, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand or by courier, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least twelve (12) hours before the time of the holding of the meeting. If the notice is sent by mail, it shall be deposited in the mail at least one (1) day before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

3.8 Quorum.

Unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at all meetings of the Board. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by the DGCL, the Certificate of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.9 Action by Unanimous Consent Without a Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee, as applicable, and such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10 Fees and Compensation of Directors.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

3.11 Removal.

Directors may be removed from office only in the manner provided in the Certificate of Incorporation and applicable law.

3.12 Presiding Director.

The Board may designate a representative to preside over all meetings of the Board, provided that if the Board does not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the chairperson of the Board, if one is elected, shall preside over all meetings of the Board, or if the chairperson of the Board is unable to so preside or is absent, then the vice chairperson of the Board, if one is elected, shall preside over all meetings of the Board. If the designated presiding director, if one is so designated, the chairperson of the Board, if one is elected, and the vice chairperson of the Board, if one is elected, are unable to preside or are absent, the Board shall designate an alternate representative to preside over a meeting of the Board.

Article IV - Committees

4.1 Committees of Directors.

The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

4.2 Committee Minutes.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

4.3 Meetings and Actions of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.9 (action by unanimous consent without a meeting);

(v) Section 3.12 (presiding director); and

(vi) Section 7.11 (waiver of notice),

with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; and

(ii) special meetings of committees may also be called by resolution of the Board or by the chairperson of the applicable committee.

A majority of the directors then serving on a committee of the Board or on a subcommittee of a committee shall constitute a quorum for the transaction of business by the committee or subcommittee, unless the Certificate of Incorporation or a resolution of the Board (or a resolution of the committee that created the subcommittee) requires a greater or lesser number (provided that in no case shall a quorum be less than one-third of the directors then serving on the committee or subcommittee). The vote of a majority of the members of the committee or subcommittee present at any meeting at which a quorum is present shall be the act of such committee or subcommittee, unless the Certificate of Incorporation or a resolution of the Board (or a resolution of the committee that created the subcommittee) requires a greater number. If a quorum is not present at any meeting of the committee, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

The Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.

Article V - Officers

5.1 Officers.

The officers of the Corporation shall include a chief executive officer and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board and a vice chairperson of the Board from among its members, a president, a chief financial officer, a treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices may be held by the same Person.

5.2 Appointment of Officers.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. In the event of the absence or disability of any officer, the Board may designate another officer to act temporarily in place of such absent or disabled officer.

5.3 Subordinate Officers.

The Board may appoint, or empower the chief executive officer to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board or an authorized officer (as applicable), may from time to time determine.

5.4 Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5 Vacancies in Offices.

Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Sections 5.2 and 5.3, as applicable.

5.6 Representation of Securities of Other Entities.

The chairperson of the Board, the chief executive officer and the secretary, or, if appointed pursuant to Article V of these Bylaws, the president, any vice president, the treasurer, and any assistant secretary of this Corporation, or any other Person authorized by the Board, the chief executive officer, the president or a vice president is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity standing in the name of this Corporation. The authority granted herein may be exercised either by such Person directly or by any other Person authorized to do so by proxy or power of attorney duly executed by such Person having the authority.

5.7 Tenure, Authority and Duties of Officers.

Except as provided in Section 5.3, all officers of the Corporation shall hold such office, respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Article VI - Records

A stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section 224 of

the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code.

Each director and each member of any committee designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books and records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers, agents or employees, or committees of the Board so designated, or by any other Person as to matters which such director or committee member reasonably believes are within such other Person’s professional or expert competence and that has been selected with reasonable care by or on behalf of the Corporation.

Article VII - General Matters

7.1 Execution of Corporate Contracts and Instruments.

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.2 Stock Certificates.

The shares of the Corporation shall be uncertificated, provided that the Board by resolution may provide that some or all of the shares of any class or series of stock of the Corporation shall be represented by certificates. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two (2) officers authorized to sign stock certificates representing the number of shares registered in certificate form. The chairperson or vice chairperson of the Board or the secretary, or, if appointed pursuant to Article V of these Bylaws, the president, any vice president, the treasurer, any assistant treasurer or any assistant secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

7.3 Lost Certificates.

The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.4 Shares Without Certificates

The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

7.5 Dividends.

The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

7.6 Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board. Unless otherwise fixed by the Board, the fiscal year of the Corporation shall consist of the twelve (12) month period ending on December 31.

7.7 Seal.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.8 Transfer of Stock.

Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate Person or Persons (if such shares are represented by certificates) or by delivery of duly executed instructions (if such shares are uncertificated), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the Persons from and to whom it was transferred.

7.9 Stock Transfer Agreements.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

7.10 Registered Stockholders.

The Corporation:

(i) shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends and to vote as such owner; and

(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

7.11 Waiver of Notice.

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Article VIII- Notice by Electronic Transmission

8.1 Notice by Electronic Transmission.

Except as otherwise specifically required in these Bylaws or by applicable law, all notices required to be given pursuant to these Bylaws may in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile, electronic mail or other form of electronic transmission. Whenever, by applicable law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any stockholder, such notice may be given in writing directed to such stockholder’s mailing address or by electronic transmission directed to such stockholder’s electronic mail address, as applicable, as it appears on the records of the Corporation or by such other form of electronic transmission consented to by the stockholder. A notice to a stockholder shall be deemed given as follows: (a) if mailed, when the notice is deposited in the United States mail, postage prepaid, (b) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address, (c) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the DGCL, and (d) if given by a form of electronic transmission (other than electronic mail) consented to by the stockholder to whom the notice is given, (i) if by facsimile transmission, when directed to a number at which such stockholder has consented to receive notice, (ii) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (A) such posting and (B) the giving of such separate notice, and (iii) if by any other form of electronic transmission (other than electronic mail), when directed to such stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic transmission by giving written notice or by electronic transmission of such revocation to the Corporation. A notice may not be given by an electronic transmission from and after the time that (x) the Corporation is unable to deliver by such electronic transmission two (2) consecutive notices and (y) such inability becomes known to the secretary or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action. Any notice given by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by electronic mail or by another form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

8.2 Definition of Electronic Transmission.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Article IX - Indemnification

9.1 Indemnification of Directors and Officers.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding.

Subject to the requirements in this Article IX and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article IX in connection with any Proceeding (or any part of any Proceeding):

(a)

for which payment has actually been made to and received by or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(b)

for an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(c)

for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements), or any other remuneration paid to such person if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(d)

initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Corporation, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof, (ii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law (provided, however, that this 9.1 shall not apply to counterclaims or affirmative defenses asserted by such person in an action brought against such person), (iii) otherwise required to be made under Section 9.4 or (iv) otherwise required by applicable law; or

(e)

if prohibited by applicable law; provided, however, that if any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

9.2 Indemnification of Others.

The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

9.3 Prepayment of Expenses.

The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

9.4 Determination; Claim.

If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

9.5 Non-Exclusivity of Rights.

The rights conferred on any Person by this Article IX shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

9.6 Insurance.

The Corporation may purchase and maintain insurance on behalf of any Person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

9.7 Other Indemnification.

The Corporation’s obligation, if any, to indemnify or advance expenses to any Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

9.8 Continuation of Indemnification.

Subject to the terms of any provision of the Certificate of Incorporation or agreement between the Corporation and any director, officer, employee or agent respecting indemnification and advancement of expenses, the rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue notwithstanding that the Person has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such Person.

9.9 Amendment or Repeal; Interpretation.

Any repeal or modification of this Article IX shall not adversely affect any right or protection (i) hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Any reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer, a secretary or a treasurer appointed pursuant to Article V of these Bylaws, and to any president, vice president, assistant secretary, assistant treasurer, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these Bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “vice president” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.

Article X - Definitions

As used in these Bylaws, unless the context otherwise requires, the term:

Exhibit 3.3

CERTIFICATE OF CORPORATE DOMESTICATION

OF IVANHOE CAPITAL ACQUISITION CORPORATION

Pursuant to Section 388

of the General Corporation Law of the State of Delaware (the “DGCL”)

Ivanhoe Capital Acquisition Corporation, presently a Cayman Islands exempted company limited by shares (the “Company”), DOES HEREBY CERTIFY:

1. The Company was first incorporated on July 8, 2020 under the laws of the Cayman Islands.

2. The name of the Company immediately prior to the filing of this Certificate of Corporate Domestication with the Secretary of State of the State of Delaware in accordance with Section 388 of the DGCL was Ivanhoe Capital Acquisition Corporation.

3. The name of the Company as set forth in the Certificate of Incorporation being filed with the Secretary of State of the State of Delaware in accordance with Section 388(b) of the DGCL is “SES AI Corporation.”

4. The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the Company, or any other equivalent thereto under applicable law, immediately prior to the filing of this Certificate of Corporate Domestication in accordance with the provisions of Section 388 of the DGCL was the Cayman Islands.

5. The domestication has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the Company and the conduct of its business or by applicable non-Delaware law, as appropriate.

This Certificate of Corporate Domestication shall be effective upon the filing hereof with the Secretary of State of Delaware in accordance with Section 388 of the DGCL.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its duly authorized officer on this 2nd day of February, 2022.


IVANHOE CAPITAL ACQUISITION CORPORATION, a Cayman Islands exempted company limited by shares

By:		/s/ Robert Friedland
Name: Robert Friedland
Title: Chief Executive Officer

Exhibit 4.1

AMENDED AND RESTATED WARRANT AGREEMENT

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2022, is by and between Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).

WHEREAS, the Company completed an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one-third of one redeemable Public Warrant (as defined below) (the “Public Units”) and, in connection therewith, issued and delivered 9,200,000 warrants to public investors in the Offering (the “Public Warrants”);

WHEREAS, the Company filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-251493 (the “Registration Statement”), and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Units, the Public Warrants and the Ordinary Shares included in the Public Units;

WHEREAS, the Company and the Warrant Agent entered into that certain Warrant Agreement dated as of January 6, 2021 (the “Original Agreement”) in connection with the Company’s entry into that certain Private Placement Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”) with Ivanhoe Capital Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 5,013,333 warrants simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant;

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 warrants at a price of $1.50 per warrant (the “Working Capital Warrants”);

WHEREAS, following the consummation of the Offering, the Company may issue additional warrants (the “Post-IPO Warrants” and, together with the Public Warrants, the Private Placement Warrants and the Working Capital Warrants, the “Warrants”) in connection with, or following the consummation by the Company of, a Business Combination;

WHEREAS, Section 9.8 of the Original Agreement permits amendment of the terms thereof with the vote or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Original Agreement with respect to the Private Placement Warrants, 50% of the then-outstanding Private Placement Warrants (the “Holder Consent”); and

WHEREAS, the Company desires to, upon receipt of the Holder Consent, amend and restate the Original Agreement as set forth herein and to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants.

2.1 Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).

2.2 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3 Registration.

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.

2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4 Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Public Units became eligible for separate trading on March 1, 2021.

2.5 Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-third of one Warrant. If,upon the detachment of Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants to be issued to such holder.

2.6 Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants (i) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (ii) shall not be redeemable by the Company; provided, however, that the Private Placement Warrants or Working Capital Warrants may be transferred by the holders thereof:

(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates;

(b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection with the consummation of the Business Combination at prices no greater than the price at which the Private Placement Warrants or Working Capital Warrants, as applicable, were originally purchased;

(f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;

(g) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or

(h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (f), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.

2.7 Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

2.8 Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

3. Terms and Exercise of Warrants.

3.1 Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than

twenty (20) Business Days, provided, that the Company shall provide at least three (3) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants. The term “Business Day” means a day other than a Saturday, Sunday or federal holiday on which banks in New York City are generally open for normal business.

3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or Working Capital Warrant) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant or Working Capital Warrant) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3 Exercise of Warrants.

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

(a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; or

(b) as provided in Section 7.4 hereof.

3.3.2 Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares

pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder. For the avoidance of doubt, in no event will the Company be required to pay cash to the holder of any Warrant.

3.3.3 Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

4. Adjustments.

4.1 Share Capitalizations.

4.1.1 Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Public Units sold in the Offering (the “Public Shares”) if the Company does not complete the initial Business Combination within the period set forth in the Charter or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the Public Shares included in the Public Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”) in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Public Units in the Offering).

4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

4.3 Adjustments in Warrant Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrants shall have the same right of election as to the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable; provided further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for (x) with respect to a Public Warrant, a Capped American Call, and (y) with respect to a Private Placement Warrant or Working Capital Warrant, an Uncapped American Call, in each case, as provided on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the

occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

4.9 No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the “Class B Ordinary Shares”) into Ordinary Shares or the conversion of the shares of Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter.

5. Transfer and Exchange of Warrants.

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6. Redemption.

6.1 Redemption of Warrants for Cash. Not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Public Warrant; provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).

6.2 [RESERVED].

6.3 Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem all of the Public Warrants pursuant to Sections 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such period, the “Redemption Period”) to the Registered Holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Public Warrant at which any Public Warrants are redeemed pursuant to Section 6.1 and (b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

6.4 Exercise After Notice of Redemption. The Public Warrants may be exercised for cash at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Public Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the Redemption Price.

7. Other Provisions Relating to Rights of Holders of Warrants.

7.1 No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3 Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4 Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement registering, under the Securities Act, the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the initial Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4, “Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.

8. Concerning the Warrant Agent and Other Matters.

8.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.

8.2 Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all

the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.

8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3 Fees and Expenses of Warrant Agent.

8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4 Liability of Warrant Agent.

8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, President, Executive Vice President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.

8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.

8.6 Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9. Miscellaneous Provisions.

9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Ivanhoe Capital Acquisition Corp.

150 Beach Road

25-03 The Gateway West

189720 Singapore

Attention: Robert Friedland

email: robert@ivanhoe.net

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

in each case, with copies to:

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attn: Joel L. Rubinstein, Esq. and Elliott M. Smith, Esq.

Email: joel.rubinstein@whitecase.com, elliott.smith@whitecase.com

and

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: Christian O. Nagler

Email: cnagler@kirkland.edu

9.3 Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

9.4 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

9.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the number of then outstanding Private Placement Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


IVANHOE CAPITAL ACQUISITION CORP.



By:		/s/ Robert Friedland


		Name: Robert Friedland
		Title: Chairman and Chief Executive Officer

CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent



By:		/s/ Henry Farrell


		Name: Henry Farrell
		Title: Vice President

[Signature Page to Warrant Agreement]

EXHIBIT A

Form of Warrant Certificate

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW IVANHOE CAPITAL ACQUISITION CORP.

Incorporated Under the Laws of the Cayman Islands

CUSIP G4R87P114

Warrant Certificate

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Warrant Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


IVANHOE CAPITAL ACQUISITION CORP.



By:


Name:
Title:

CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent



By:


Name:
Title:

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Amended and Restated Warrant Agreement dated as of [·], 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Ivanhoe Capital Acquisition Corp. (the “Company”) in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of , whose address is and that such Ordinary Shares be delivered to , whose address is . If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .

In the event that the Warrant is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is

[Signature Page Follows]



Date: , 20
				Signature






				(Address)


				(Tax Identification Number)

Signature Guaranteed

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).

PRIVATE PLACEMENT WARRANTS LEGEND

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG IVANHOE CAPITAL ACQUISITION CORP. (THE “COMPANY”), IVANHOE CAPITAL SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

Exhibit 10.1

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2022, is made and entered into by and among SES AI Corporation, a Delaware corporation (formerly, Ivanhoe Capital Acquisition Corp.) (the “Company”), Ivanhoe Capital Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and certain former stockholders of SES Holdings Pte. Ltd., a Singapore private company limited by shares (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).

RECITALS

WHEREAS, the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of January 6, 2021 (the “Original RRA”);

WHEREAS, the Company entered into that certain Business Combination Agreement, dated as of July 12, 2021 (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”), and Target, pursuant to which Amalgamation Sub and Target amalgamated, with the Target continuing as the amalgamated company and becoming a direct, wholly owned subsidiary of the Company;

WHEREAS, on the date hereof, pursuant to the Business Combination Agreement, certain of the Target Holders received shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”);

WHEREAS, on the date hereof, pursuant to the Business Combination Agreement, the Founder (as defined in the Business Combination Agreement) received shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), which may be converted to shares of Class A Common Stock pursuant to the terms thereof;

WHEREAS, on the date hereof, pursuant to the Business Combination Agreement, holders of Company Options (as defined in the Business Combination Agreement) received Rollover Options (as defined in the Business Combination Agreement) (the “Options”);

WHEREAS, on the date hereof, certain investors (such other investors, collectively, the “Third-Party Investor Stockholders”) purchased an aggregate of 27,450,000 shares of Class A Common Stock (the “Investor Shares”) in a transaction exempt from registration under the Securities Act pursuant to the respective Subscription Agreements, each dated as of July 12, 2021, entered into by and between the Company and each of the Third-Party Investor Stockholders (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”);

WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority in interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor is the Holder of at least a majority in interest of the Registrable Securities as of the date hereof; and

WHEREAS, the Company and the Sponsor desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain 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:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Additional Holder” shall have the meaning given in Section 6.10.

“Additional Holder Common Stock” shall have the meaning given in Section 6.10.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, (c) the Company has a bona fide business purpose for not making such information public, and (d) such disclosure (i) would be reasonably likely to have an adverse impact on the Company, (ii) could reasonably be expected to have a material adverse effect on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (iii) relates to information the accuracy of which has yet to be determined by the Company or which is the subject of an ongoing investigation or inquiry; provided that the Company takes all reasonable action as necessary to promptly make such determination and conclude such investigation or inquiry.

“Agreement” shall have the meaning given in the Preamble hereto.

“Amalgamation Sub” shall have the meaning given in the Recitals hereto.

“Block Trade” shall have the meaning given in Section 2.4.1.

“Board” shall mean the Board of Directors of the Company.

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

“Class A Common Stock” shall have the meaning given in the Recitals hereto.

“Class B Common Stock” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Business Combination Agreement.

“Closing Date” shall have the meaning given in the Business Combination Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean collectively, the Class A Common Stock and Class B Common Stock.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Competing Registration Rights” shall have the meaning given in Section 6.7.

“Demanding Holder” shall have the meaning given in Section 2.1.4.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Holder” and “Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Investor Shares” shall have the meaning given in the Recitals hereto.

“Joinder” shall have the meaning given in Section 6.10.

“Lock-up” shall have the meaning given in Section 5.1.

“Lock-up Parties” shall mean the Target Holders and their respective Permitted Transferees.

“Lock-up Period” shall mean the period beginning on the Closing Date and ending on the date that is 180 days after the Closing Date.

“Lock-up Shares” shall mean the shares of Class A Common Stock and any other equity securities convertible into or exercisable or exchangeable for shares of Class A Common Stock held by the Target Holders immediately following the Closing or shares of Class A Common Stock issued with respect to or in exchange for Options or pursuant to the Business Combination Agreement on or after the Closing as permitted by this Agreement (other than the Investor Shares or shares of Class A Common Stock acquired in the public market).

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Options” shall have the meaning given in the Recitals hereto.

“Original RRA” shall have the meaning given in the Recitals hereto.

“Other Coordinated Offering” shall have the meaning given in Section 2.4.1.

“Permitted Transferees” shall mean (a) with respect to the Target Holders and their respective Permitted Transferees, (i) prior to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period pursuant to Section 5.2 and (ii) after the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter, and (b) with respect to all other Holders and their respective Permitted Transferees, any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities, including prior to the expiration of any lock-up period applicable to such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.

“Piggyback Registration” shall have the meaning given in Section 2.2.1.

“Private Placement Warrants” shall mean the warrants issued to the Sponsor pursuant to the Business Combination Agreement in exchange for the warrants purchased by the Sponsor in a private placement that occurred concurrently with the closing of the Company’s initial public offering, including any shares of Class A Common Stock issued or issuable upon conversion or exchange of such warrants.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) any outstanding shares of Class A Common Stock and any other equity security (including the Private Placement Warrants and any other warrants to purchase shares of Class A Common Stock and shares of Class A Common Stock issued or issuable upon the exercise or conversion of any other equity security, including shares of Class B Common Stock) of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Business Combination Agreement and any Investor Shares), any Additional Holder Common Stock, and (b) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities shall have been otherwise transferred (other than to a Permitted Transferee), (C) such securities shall have ceased to be outstanding; (D) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules promulgated under the Securities Act and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Class A Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration (including fees for standard “comfort letters”); and

(F) in an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders (not to exceed $35,000 without the consent of the Company).

“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in Section 2.1.5.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor” shall have the meaning given in the Preamble hereto.

“Sponsor Member” shall mean a member of Sponsor who becomes party to this Agreement as a Permitted Transferee of Sponsor.

“Subscription Agreement” and “Subscription Agreements” shall have the meaning given in the Preamble hereto.

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.2.

“Target” shall have the meaning given in the Preamble hereto.

“Target Holders” shall have the meaning given in the Preamble hereto.

“Third-Party Investor Stockholders” shall have the meaning given in the Recitals hereto.

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase, make any short sale or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.6.

ARTICLE II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. Within thirty (30) calendar days following the Closing Date, the Company shall use its commercially reasonable efforts to submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”)

registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Sponsor, the Sponsor Members and the Target Holders.

2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, the Sponsor, any Sponsor Member, or a Target Holder (any of the Sponsor, any Sponsor Member or a Target Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that (a) a majority-in-interest of the then outstanding number of Registrable Securities held by the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities shall be in the form of an Underwritten Offering, and (b) the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holders with a total offering price of at least $50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Demanding Holders may demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Class A Common Stock or other equity securities that the Company desires to sell and all other shares of Class A Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggyback registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Class A Common Stock or other equity securities proposed to be sold by other holders of Class A Common Stock or other equity securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown at least three business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Registrable Securities; provided that the Sponsor, any Sponsor Member or a Target Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor, any Sponsor Member, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall still constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion

of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor, any Sponsor Member or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor, any Sponsor Member or such Target Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade or (vi) an Other Coordinated Offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). The rights provided under this Section 2.2.1 shall not be available to any Holder at such time as there is an effective Shelf available for the resale of the Registrable Securities held by such Holder pursuant to Section 2.1. Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a) if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder participating in such Underwritten Offering agrees that it shall not Transfer any shares of Class A Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by any lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price of at least $50 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

2.4.5 A Demanding Holder may in the aggregate demand no more than one (1) Block Trade or Other Coordinated Offering pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement 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 request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may

be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.14 make available to its security holders, through the timely filing of reports required pursuant to Section 13(a) or 15(d) of the Exchange Act, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.

3.2 Registration Expenses. Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

3.4.2 Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, such Registration would be detrimental to the Company and the majority of the Board concludes as a result that it is advisable to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for such period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.3 Subject to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve (12)-month period.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of 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 Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest

between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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 indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

ARTICLE V

LOCK-UP

5.1 Lock-Up. Subject to Section 5.2, each Lock-up Party agrees that it shall not Transfer any Lock-up Shares prior to the end of the Lock-up Period (the “Lock-up”).

5.2 Permitted Transferees. Notwithstanding the provisions set forth in Section 5.1, each Lock-up Party may Transfer the Lock-up Shares during the Lock-up Period (a) in the case of an entity, to the Lock-up Party’s directors, managers, officers, stockholders, partners, limited partners, members or Affiliates or an investment fund or other entity controlled or managed by the Lock-up Party or any of its Affiliates, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (f) to the partners, members or equity holders of such Lock-up Party by virtue of the Lock-up Party’s organizational documents, as amended, or upon dissolution of the Lock-up Party, (g) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, (h) to the Company, or (i) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Closing Date. The parties acknowledge and agree that any Permitted Transferee of a Lock-up Party shall be subject to the transfer restrictions set forth in this ARTICLE V with respect to the Lock-Up Shares upon and after acquiring such Lock-Up Shares.

ARTICLE VI

MISCELLANEOUS

6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1 Robinson Road, #18-00 AIA Tower,

Singapore 048542, Attention: Qichao Hu, Chief Executive Officer, and Joanne Ban, Chief Legal Officer, or by email: qichao@ses.ai, and jban@ses.ai, and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.

6.2 Assignment; No Third Party Beneficiaries.

6.2.1 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.

6.2.2 Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities.

6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

6.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2.

6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment setting forth the name of the assignor, the name and address of the assignee, and the number of Registrable Securities so transferred, as provided in Section 6.1 hereof, and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

6.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

6.5 TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

6.6 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.7 Other Registration Rights. Other than the certain Holders and Third-Party Investor Stockholders who each have registration rights with respect to their Investor Shares pursuant to their respective Subscription Agreements and the Original RRA, the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

6.8 Term. This Agreement shall terminate on the earlier of (a) the fifth (5^th) anniversary of the date of this Agreement and (b) with respect to any Holder, the date (i) that such Holder no longer holds any Registrable Securities or (ii) the Holders of all Registrable Securities are permitted to sell such Registrable Securities without registration pursuant to Rule 144A (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

6.9 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

6.10 Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof, the Company may make any person or entity who acquires Class A Common Stock or rights to acquire Class A Common Stock after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed

joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Class A Common Stock then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.

6.11 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.12 Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect.

6.13 Adjustments. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Registrable Securities as so changed.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


COMPANY:

SES AI CORPORATION



By:		/s/ Robert Friedland


		Name: Robert Friedland
		Title: Director


HOLDERS:

IVANHOE CAPITAL SPONSOR LLC



By:		/s/ Robert Friedland


		Name: Robert Friedland
		Title: President

[Signature Page to Amended and Restated Registration Rights Agreement]


LONG SIANG PTE. LTD.

By:		/s/ Xi Huifeng
Name:		Xi Huifeng
Title:		Director

[Signature Page to Amended and Restated Registration Rights Agreement}

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


TARGET HOLDERS:

HYUNDAI MOTOR COMPANY

By:		/s/ Jae Hoon Chang
Name:		Jae Hoon Chang
Title:		President

{Signature Page to Amended and Restated Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


TARGET HOLDERS:

KIA CORPORATION

By:		/s/ Ho Sung Song
Name:		Ho Sung Song
Title:		President

[Signature Page to Amended and Restated Registration Rights Agreement]


SAIC TECHNOLOGIES FUND I, LLC



By:		/s/ Wenhua Huang
Name:		Wenhua Huang
Title:		President



SAIC TECHNOLOGY FUND II, LLC



By:		/s/ Wenhua Huang
Name:		Wenhua Huang
Title:		President

[Signature Page to Amended and Restated Registration Rights Agreement]


SHANGHAI ACHIEVER LTD.

By:		/s/ Bing Tan
Name:		Bing Tan
Title:		CEO

[Signature Page to Amended and Restated Registration Rights Agreement]


SHANGQI PARTNERS, LLC



By:
Name:
Title:

[Signature Page to Amended and Restated Registration Rights Agreement]


TIANQI LITHIUM HK CO., LTD.

By:		/s/ Jun Zou
Name:		Jun Zou
Title:		Director

[Signature Page to Amended and Restated Registration Rights Agreement]


VERTEX LEGACY CONTINUATION FUND PTE. LTD.

By:		/s/ Tay Choon Chong
Name:		Tay Choon Chong
Title:		Authorised Signatory

VERTEX VENTURES CHINA IV, L.P.

By:		/s/ Tham Sin Hui
Name:		Tham Sin Hui
Title:		Authorised Signatory

[Signature Page to Amended and Restated Registration Rights Agreement]


SK INC.

By:		/s/ Yung Hoon Suh
Name:		Yung Hoon Suh
Title:		VP of Advanced Material Investment Center

[Signature Page to Amended and Restated Registration Rights Agreement]


ANDERSON INVESTMENTS PTE. LTD.

By:		/s/ Sherlyn Lim
Name:		Sherlyn Lim
Title:		Authorized Signatory

ARANDA INVESTMENTS PTE. LTD.

By:		/s/ Sherlyn Lim
Name:		Sherlyn Lim
Title:		Authorized Signatory

[Signature Page to Amended and Restated Registration Rights Agreement]


APPLIED VENTURES, LLC

By:		/s/ Anand Kamannavar
Name:		Anand Kamannavar
Title:		VP/GM Applied Ventures, LLC

[Signature Page to Amended and Restated Registration Rights Agreement]


GENERAL MOTORS HOLDINGS LLC

By:		/s/ Doug Parks
Name:		Doug Parks
Title:		Executive Vice President

GENERAL MOTORS VENTURES LLC

By:		/s/ Kent Helfrich
Name:		Kent Helfrich
Title:		President

[Signature Page to Amended and Restated Registration Rights Agreement]


QICHAO HU

By:		/s/ Qichao Hu
Name:		Qichao Hu
Title:		SES Founder and CEO

THE QICHAO HU FAMILY DELAWARE TRUST U/A/D MARCH 31, 2021

By:		/s/ Seth R. Raivetz
Name:		Seth R. Raivetz, Esq.
Title:		Trust Officer / AVP

THE QICHAO HU 2021 ANNUITY TRUST DATED MARCH 31, 2021

By:		/s/ Qichao Hu
Name:		Qichao Hu
Title:		Trustee

THE QICHAO HU 2021 IRREVOCABLE TRUST U/A/D MARCH 31, 2021

By:		/s/ Seth R. Raivetz
Name:		Seth R. Raivetz, Esq.
Title:		Trust Officer / AVP

[Signature Page to Amended and Restated Registration Rights Agreement]

Schedule 1

Target Holders

1) Anderson Investments Pte. Ltd.

2) Aranda Investments Pte. Ltd.

3) Applied Ventures, LLC

4) General Motors Holdings LLC

5) General Motors Ventures LLC

6) Hyundai Motor Company

7) Kia Corporation

8) Long Siang Pte. Ltd.

9) Qichao Hu

10) The Qichao Hu 2021 Irrevocable Trust U/A/D March 31, 2021

11) The Qichao Hu Family Delaware Trust U/A/D March 31, 2021

12) The Qichao Hu 2021 Annuity Trust Dated March 31, 2021

13) SAIC Technologies Fund I, LLC

14) SAIC Technology Fund II, LLC

15) Shangqi Partners LLC

16) Shanghai Achiever Ltd.

17) SK Inc.

18) Tianqi Lithium HK Co., Ltd.

19) Vertex Legacy Continuation Fund Pte. Ltd.

20) Vertex Ventures China IV, L.P.

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of February 3, 2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among SES AI Corporation, a Delaware corporation (formerly, Ivanhoe Capital Acquisition Corp.) (the “Company”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Class A Common Stock or shares of Class A Common Stock underlying any rights then owned by the undersigned shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned has executed and delivered this Joinder as of the day of , 20 .

Signature of Stockholder

Print Name of Stockholder
Its:

Address:


Agreed and Accepted as of
, 20
[ ]



By:
Name:
Its:

Exhibit 10.2

[FORM OF] INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 20[ ], by and between SES AI Corporation, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

RECITALS

WHEREAS, the Company believes that, in order to attract and retain highly qualified persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risk of claims and actions against them arising out of their services to and activities on behalf of the Company;

WHEREAS, the Certificate of Incorporation (as amended and/or restated from time to time, the “Charter”) and the Bylaws (as amended and/or restated from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company;

WHEREAS, Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (as may be amended from time to time, “DGCL”);

WHEREAS, the Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board of Directors of the Company (the “Board”), officers and other persons with respect to indemnification, hold harmless, advancement and reimbursement rights;

WHEREAS, the Company desires and has requested Indemnitee to serve as a [director] [officer] of the Company and, in order to induce Indemnitee to serve as a [director] [officer] of the Company, the Company is willing to grant Indemnitee the indemnification provided for herein;

WHEREAS, Indemnitee is willing to so serve on the basis that such indemnification be provided; and

WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and the advancement of expenses.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THE COMPANY. In consideration of, among other things, the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. Notwithstanding anything in the foregoing to the contrary, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 14. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2. DEFINITIONS. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or any other person authorized by the Company to act for the Company, including such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b)(i)A “change in control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following: (A) any Person (as defined below) is or becomes the beneficial owner (as defined below), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities, (B) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i)(A), 2(b)(i)(C) or 2(b)(i)(D) or a director whose initial nomination for, or assumption of office as, a member of the Board of Directors of the Company occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors of the Company) whose election by the Board of the Directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the total number of directors constituting the Board of Directors of the Company, (C) the effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or the parent entity of such surviving entity) representing at least 50% of the combined voting power of the voting securities of the surviving entity (or such parent entity) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or such parent entity; (D) the approval by the stockholders of the Company of a dissolution or complete liquidation of the Company or an agreement for the sale, lease, exchange or other disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, and (E) there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(b)(i), the following terms shall have the following meanings:

(I) “person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that person shall exclude (a) the Company, (b) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (c) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(II) “beneficial owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act.

(c) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.

(d) “Delaware Court” shall mean the Court of Chancery of the State of Delaware.

(e) “Enterprise” shall mean the Company and any other corporation, constituent entity (including any constituent of a constituent) absorbed in a consolidation, merger or division transaction to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent, including as a deemed fiduciary thereto.

(f) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(g) “Expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees and cost of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting

from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(h) References to “fines” shall include, without limitation, any excise tax assessed on Indemnitee with respect to any employee benefit plan or related trust or funding mechanism (whether in the form of ERISA excise taxes or other excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the United States Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism or otherwise); references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries, including as a deemed fiduciary thereto; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(i) “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(j) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a subsidiary (as defined below) of the Company or of any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a subsidiary (as defined below) of the Company or of an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(k) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation (whether formal or informal), inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or as a participant

(including as a witness, deponent or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(l) The term “subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor, which is addressed in Section 4 below) by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified and held harmless to the fullest extent permitted by applicable law against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified and held harmless to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.

No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court or any other court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses which the Delaware Court or such other court shall deem proper.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement to the contrary, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal (with or without prejudice), motion for summary judgment, settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent shall be deemed, to the fullest extent permitted by law, to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding (including, without limitation, any Proceeding to which Indemnitee was or is not a party or threatened to be made a party), Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION AND HOLD HARMLESS RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To the fullest extent permissible under applicable law, if the indemnification or hold harmless rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment.

(b) Without the prior consent of Indemnitee, the Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee without any admission of liability or other wrongdoing on the part of Indemnitee.

(c) The Company hereby agrees, to the fullest extent permissible under applicable law, to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee with respect to such claim.

9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses or hold harmless payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any such insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees (including any agent), unless (i) such indemnification is expressly required to be made by law or (ii) the Proceeding (or part thereof) was authorized in the first instance by the Board of Directors of the Company.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

To the fullest extent permitted by the DGCL, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified or held harmless under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified or held harmless by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. The execution and delivery by Indemnitee of this Agreement shall constitute such undertaking and no further undertaking shall be required. The Company agrees that for the purposes of any advancement of Expenses for which Indemnitee has made a written demand in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification or hold harmless payment is excluded pursuant to Section 9.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a) Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the Proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such Proceeding as a result of such failure; provided, however, provided, further, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

(b) With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the

Company in the defense of the Proceeding, (iii) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (v) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) above or under the circumstances provided for in (iii) and (iv) above. Indemnitee agrees that any such separate counsel retained by indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ liability insurance policy, should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of litigation at issue. (For clarity, the fact of a firm’s being part of a panel shall not be evidence of a firm’s having a well-established national reputation for the type of litigation at issue).

(c) To the fullest extent permitted by the DGCL, the Company’s assumption of the defense of a Proceeding in accordance with Section 11(b) will constitute an irrevocable acknowledgement by the Company that any loss and liability suffered by Indemnitee and Expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under this Agreement.

(d) The determination whether to grant Indemnitee’s indemnification request shall be made promptly and in any event within sixty (60) days following the Company’s receipt of a request for indemnification in accordance with Section 11(a). If the Company determines that Indemnitee is entitled to such indemnification or, as contemplated by paragraph 11(c) the Company has acknowledged such entitlement, the Company will make payment to Indemnitee of the indemnifiable amount within such sixty (60) day period. If the Company is not deemed to have so acknowledged such entitlement or the Company’s determination of whether to grant Indemnitee’s indemnification request shall not have been made within such sixty (60) day period, the requisite determination of entitlement to indemnification shall, subject to Section 9, nonetheless be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under the DGCL.

(e) In the event that (i) the Company determines that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company denies a request for indemnification, in whole or in part, or fails to respond or make a determination of entitlement to indemnification within sixty (60) days following receipt of a request for indemnification as described above, (iii) payment of indemnification is not made within such sixty (60) day period, (iv) advancement of Expenses is not timely made in accordance with Section 10, or (v) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled

to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Indemnitee’s Expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement of Expenses, in whole or in part, in any such Proceeding or otherwise shall also be indemnified by the Company to the fullest extent permitted by the DGCL.

(f) Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request therefor in accordance with Section 11 of this Agreement. The Company shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence.

(g) If there is a change in control of the Company, upon written request by Indemnitee for indemnification pursuant to Section 11(a), any determination, if required by the DGCL, with respect to Indemnitee’s entitlement thereto shall be made by Independent Counsel selected by Indemnitee with the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) in a written opinion, a copy of which shall be delivered to the Company and Indemnitee, and the Company agrees to pay the fees and expenses of the Independent Counsel.

12. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

13. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The DGCL permits the Company to purchase and maintain insurance on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer or employee of the Company or as an agent of another Enterprise, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such insurance shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto with respect to any such insurance. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In the event of a change in control or the Company’s becoming insolvent, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the event giving rise to the change in control (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, or employees of the Company or agents of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, or employee of the Company or any agent of any such other Enterprise under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability or similar insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Further, if requested by Indemnitee, within two (2) business days of such request the Company will instruct the insurance carriers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such claim. In the event of a change in control or the Company’s becoming insolvent, the Company shall maintain in force a Tail Policy. Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the event

giving rise to the change in control (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) The Company’s obligation to indemnify, hold harmless, or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or hold harmless payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, contribution or insurance coverage rights against any person or entity other than the Company.

14. SECTION 409A OF THE CODE. If Indemnitee’s right to payment or reimbursement of indemnification or expenses pursuant to this Agreement would not be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.0409A-1(b)(10), then (a) the payment or reimbursement of indemnification and expenses provided or advanced to or for Indemnitee pursuant to this Agreement in one taxable year shall not affect the amount of indemnification and expenses provided or advanced to or for Indemnitee in any other taxable year, (b) any reimbursement to Indemnitee of expenses under this Agreement shall be paid to Indemnitee on or before the last day of Indemnitee’s taxable year following the taxable year in which the expense was incurred and (c) the right to advancement, reimbursement or payment of indemnification and expenses under this Agreement may not be liquidated or exchanged for any other benefit. In addition, to the extent that this Agreement is subject to Section 409A of the Code, this Agreement shall be interpreted and enforced so as to avoid any tax, penalty or interest under Section 409A of the Code. For purposes of this Section 14, “Expenses” shall be deemed to include, in addition to those items included in the definition thereof in Section 2, any liability, loss, judgment, fine and amounts paid in settlement.

15. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.

16. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

17. ENFORCEMENT AND BINDING EFFECT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company or as an agent of another Enterprise.

(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws (which rights shall continue in full force and effect and shall be in addition to the rights provided hereunder), this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification, hold harmless, and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation, division or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, or employee of the Company or agent of any other Enterprise, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement to the fullest extent permitted by law.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

18. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

19. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company, to:


SES AI Corporation 35 Cabot Road
Woburn, MA 01801
Attention:		Qichao Hu
		Joanne Ban
E-mail:		qichao@ses.ai
		jban@ses.ai

With a copy (which shall not constitute notice) to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020-1095


Attention:		Chang-Do Gong
		Joel Rubinstein
		Jonathan Rochwarger
Email:		cgong@whitecase.com
		joel.rubinstein@whitecase.com
		jonathan.rochwarger@whitecase.com

or to any other address as may have been furnished to Indemnitee in writing by the Company.

20. NOTICE BY THE COMPANY. If the Indemnitee is the subject of, or is, to the knowledge of the Company, implicated in any way during an investigation, whether formal or informal, that is related to Indemnitee’s Corporate Status and that reasonably could lead to a Proceeding for which indemnification can be provided under this Agreement, the Company shall notify the Indemnitee of such investigation and shall share (to the extent legally permissible) with Indemnitee any information it has provided to any third parties concerning the investigation (“Shared Information”). By executing this Agreement, Indemnitee agrees that such Shared Information may be material non-public information and that Indemnitee is thus obligated to hold such information in confidence and not disclose it publicly; provided, however, that Indemnitee may use the Shared Information and disclose such Shared Information to Indemnitee’s legal counsel and third parties, in each case solely in connection with defending Indemnitee from legal liability.

21. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. To the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 19 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

22. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

23. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

24. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


SES AI CORPORATION



By:


Name: Qichao Hu
Title: Chief Executive Officer

[Signature page to Indemnity Agreement]


INDEMNITEE

By:
Name:
Address:

[Signature page to Indemnity Agreement]

Exhibit 10.3

SES AI CORPORATION

2021 INCENTIVE AWARD PLAN

1. Establishment of the Plan; Effective Date; Duration.

(a) Establishment of the Plan; Effective Date. Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation and be renamed SES AI Corporation prior to the Closing) (the “Company”), hereby establishes this incentive compensation plan to be known as the “SES AI Corporation 2021 Incentive Award Plan,” as amended from time to time (the “Plan”). The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and Performance Compensation Awards. The Plan shall become effective on the Effective Date. The effectiveness of the Plan shall be subject to approval of the Plan by the stockholders of the Company within twelve months following the date the Plan is first approved by the Board. The Plan shall remain in effect as provided in Section 1(b) of the Plan. Capitalized but undefined terms shall have the meaning set forth in Section 3 of the Plan.

(b) Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 14. However, in no event may an Award be granted under the Plan on or after ten years from the Effective Date, provided, however, in the case of an Award that is an Incentive Stock Option, no Incentive Stock Option shall be granted on or after ten years from the earlier of (i) the date the Plan is approved by the Board and (ii) date the Company’s stockholders approve the Plan.

2. Purpose. The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby certain directors, officers, employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may be measured by reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.

3. Definitions. Certain terms used herein have the definitions given to them in the first instance in which they are used. In addition, for purposes of the Plan, the following terms are defined as set forth below:

(a) “Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

(b) “Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded.

(c) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and/or Performance Compensation Award granted under the Plan.

(d) “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.

(e) “Board” means the Board of Directors of the Company.

(f) “Business Combination Agreement” shall mean that certain 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, 2021 as amended from time to time

(g) “Cause” means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any such employment or consulting or similar agreement (or the absence of any definition of “Cause” contained therein), a Participant’s (A) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has with its customers; (B) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employment or other service to the Company or an Affiliate; (C) alcohol abuse or use of controlled substances other than in accordance with a physician’s prescription; (D) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (F) below) to the Company or its Affiliates (other than due to a disability, as determined by the Committee), which refusal, if curable, is not cured within 15 days after delivery of written notice thereof; (E) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after the delivery of written notice thereof; (F) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, nonsolicitation and/or proprietary rights or (G) material violation or breach of the documented code of ethics, code of conduct or similar document of the Company or an Affiliate or fiduciary duties to the Company or an Affiliate.

(h) “Change in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon any of the following events:

(i) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or any of its Affiliates, (B) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Shares) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the total voting power of the then outstanding voting securities of the Company;

(ii) the cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the “Continuing Directors”) who (x) were directors on the Effective Date or (y) become directors after Effective Date and whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors on the Effective Date or whose election or nomination for election was previously so approved;

(iii) the consummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(iv) the consummation of a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all the Company’s assets; or

(v) any other event specified as a “Change in Control” in an applicable Award Agreement.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii), (iv), or (v) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

(i) “Claim” means any claim, liability or obligation of any nature, arising out of or relating to the Plan or an alleged breach of the Plan or an Award Agreement.

(j) “Closing Restricted Shares” shall have the meaning set forth in the Business Combination Agreement.

(k) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(l) “Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board.

(m) “Common Shares” means shares of the Company’s Class A common stock, par value $0.0001 per share (and any stock or other securities into which such ordinary shares may be converted or into which they may be exchanged).

(n) “Company” means Ivanhoe Capital Acquisition Corp., a Delaware corporation or its successor.

(o) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(p) “Dividend Equivalent” means a right awarded under Section 11 to receive the equivalent value (in cash or Common Shares) of ordinary dividends that would otherwise be paid on the Common Shares subject to an Award that is a full-value award but that have not been issued or delivered.

(q) “Effective Date” shall mean the date on which the transactions contemplated by the Business Combination Agreement are consummated, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s stockholders.

(r) “Eligible Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

(s) “Eligible Person” with respect to an Award denominated in Common Shares, means any (i) individual employed by the Company or an Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate; provided that if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he begins employment with or begins providing services to the Company or its Affiliates, provided that the Date of Grant of any Award to such individual shall not be prior to the date he begins employment with or begins providing services to the Company or its Affiliates).

(t) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.

(u) “Exercise Price” has the meaning given such term in Section 7(b) of the Plan.

(v) “Fair Market Value” means, as of any date, the value of Common Shares determined as follows:

(i) If the Common Shares are listed on any established stock exchange or a national market system, the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii) If the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(iii) In the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose).

(iv) Notwithstanding the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.

(w) “Immediate Family Members” shall have the meaning set forth in Section 15(b)(ii).

(x) “Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan for incentive stock options.

(y) “Indemnifiable Person” shall have the meaning set forth in Section 4(e) of the Plan.

(z) “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of the Plan. The Committee may utilize one or more Independent Third Parties.

(aa) “Mature Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy a tax or deduction obligation of the Participant.

(bb) “Nonqualified Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.

(cc) “Option” means an Award granted under Section 7 of the Plan.

(dd) “Option Period” has the meaning given such term in Section 7(c) of the Plan.

(ee) “Other Cash-Based Award” means a cash Award granted to a Participant under Section 10 of the Plan, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(ff) “Other Stock-Based Award” means an equity-based or equity-related Award, other than an Option, SAR, Restricted Stock, Restricted Stock Unit or Dividend Equivalent, granted in accordance with the terms and conditions set forth under Section 10 of the Plan

(gg) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.

(hh) “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 12 of the Plan.

(ii) “Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan pursuant to Section 12 of the Plan.

(jj) “Performance Formula” shall mean, for a Performance Period, the one or more formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the applicable Performance Period.

(kk) “Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria pursuant to Section 12 of the Plan.

(ll) “Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

(mm) “Permitted Transferee” shall have the meaning set forth in Section 15(b)(ii) of the Plan.

(nn) “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

(oo) “Plan” means this SES AI Corporation 2021 Incentive Award Plan, as amended from time to time.

(pp) “Prior Plan”: means the SES Holdings Pte. Ltd. 2021 Share Incentive Plan, adopted on March 31, 2021, which replaced the SES Holdings Pte. Ltd. 2018 Share Incentive Plan, which was established and adopted on November 7, 2018..

(qq) “Restricted Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(rr) “Restricted Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property, subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(ss) “Restricted Stock” means Common Shares, subject to certain specified performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(tt) “SAR Period” has the meaning given such term in Section 8(c) of the Plan.

(uu) “Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.

(vv) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.

(ww) “Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.

(xx) “Subsidiary” means, with respect to any specified Person:

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii) any partnership (or any comparable foreign entity (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(yy) “Substitute Award” has the meaning given such term in Section 5(e).

4. Administration.

(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act and Applicable Law (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

(b) Subject to the provisions of the Plan and Applicable Law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, in each case, to the extent consistent with the terms of the Plan.

(c) The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.

(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.

(e) No member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such

Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Articles of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Grant of Awards; Shares Subject to the Plan; Limitations.

(a) The Committee may, from time to time, grant Awards to one or more Eligible Persons.

(b) Subject to adjustment as provided in Section 13 of the Plan, the maximum number of Common Shares that may be delivered in satisfaction of Awards under the Plan as of the Effective Date is (i) 36,862,002 shares, plus (ii) the number of Common Shares underlying awards under the Prior Plan that on or after the Effective Date expire or become unexercisable, or are forfeited, cancelled, settled in cash or otherwise terminated, in each case, without delivery of shares therefor (in the case of this subclause (ii), not to exceed 20,748,976 shares of Stock in the aggregate), plus (iii) any Closing Restricted Shares, as applicable, which are forfeited by reason of a termination of service or employment following the Effective Date (in the case of this subclause (iii), not to exceed 2,308,969 shares of Stock in the aggregate). In addition, subject to adjustment as provided in Section 13, such maximum number of Common Shares will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to two (2)%) of the total number of shares of Stock outstanding on December 31st of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of Common Shares. The maximum number of Common Shares that may be granted under the Plan during any single fiscal year to any Participant who is a non-employee director, when taken together with any cash fees paid to such non-employee director during such year in respect of his service as a non-employee director (including service as a member or chair of any committee of the Board), shall not exceed $750,000 in total value (calculating the value of any such Awards based on the Fair Market Value on the Date of Grant of such Awards for financial reporting purposes); provided that the non-employee directors who are considered independent (under the rules of The New York Stock Exchange or other securities exchange on which the Common Shares are traded) may make exceptions to this limit (up to $1,500,000) for a non-executive chair of the Board, if any, in which case the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

(c) In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either actually or by attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising from such Option or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding of Common Shares by the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common Shares available for grant under the Plan on a one-for-one basis. Common Shares underlying Awards under the Plan that are forfeited, canceled, expire unexercised, or are settled in cash shall also be available again for issuance as Awards under the Plan.

(d) Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.

(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares available for Awards under the Plan.

6. Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

7. Options.

(a) Generally. Each Option granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be subject to the conditions set forth in this Section 7 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Subject to Section 13, the maximum aggregate number of Common Shares that may be issued through the exercise of Incentive Stock Options granted under the Plan is 36,862,002 Common Shares, which, for the avoidance of doubt, such share limit shall not be subject to the annual adjustment provided in Section 5(b)(i). Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b) Exercise Price. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per Common Share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant and provided further, that, notwithstanding any provision herein to the contrary, the Exercise Price shall not be less than the par value per Common Share.

(c) Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with

Treasury Regulation Section 1.422-2(f)); provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. If the Option would expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the Option Period.

(d) Method of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option, accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal to the Exercise Price, (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Shares before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.

(f) Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable; any other Applicable Law; the applicable rules and regulations of the Securities and Exchange Commission; or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

8. Stock Appreciation Rights.

(a) Generally. Each SAR granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject to the conditions set forth in this Section 8 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Strike Price. The Strike Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant.

(c) Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. If the SAR would expire at a time when the exercise of the SAR would violate applicable securities laws, the expiration date applicable to the SAR will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the SAR Period.

(d) Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

(e) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised, multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date over the Strike Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash, in Common Shares having a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

9. Restricted Stock and Restricted Stock Units.

(a) Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

(b) Restricted Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee

may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.

(c) Vesting. Unless otherwise provided by the Committee in an Award Agreement the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.

(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units.

(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share) or shall register such shares in the Participants name without any such restrictions. Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement).

(ii) Unless otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units or (B) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of Applicable Law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any taxes required to be withheld or paid.

10. Other Stock-Based Awards and Other Cash-Based Awards..

(a) Other Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Common Shares), in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Common Shares to Participants, or payment in cash or otherwise of amounts based on the value of Common Shares. The terms and conditions of such Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.

(b) Other Cash-Based Awards. The Committee may grant a Participant a cash Award not otherwise described by the terms of the Plan, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(c) Value of Awards. Each Other Stock-Based Award shall be expressed in terms of Common Shares or units based on Common Shares, as determined by the Committee, and each Other Cash-Based Awards shall be shall be expressed in terms of cash, as determined by the Committee. The Committee may establish Performance Goals in its discretion pursuant to Section 12, and any such Performance Goals shall be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish Performance Goals, the number and/or value of Other Stock-Based Awards or Other Cash-Based Awards that will be paid out to the Participant will depend on the extent to which such Performance Goals are met.

(d) Payment of Awards. Payment, if any, with respect to an Other Stock-Based Award or Other Cash-Based Award shall be made in accordance with the terms of the Award, as set forth in the Award Agreement, in cash, Common Shares or a combination of cash and Common Shares, as the Committee determines.

(e) Vesting. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards or Other Cash-Based Awards following the Participant’s termination of employment or service (including by reason of such Participant’s death, disability (as determined by the Committee), or termination without Cause). Such provisions shall be determined in the sole discretion of the Committee and will be included in the applicable Award Agreement but need not be uniform among all Other Stock-Based Awards or Other Cash-Based Awards issued pursuant to the Plan and may reflect distinctions based on the reasons for the termination of employment or service.

11. Dividend Equivalents. No adjustment shall be made in the Common Shares issuable or taken into account under Awards on account of cash dividends that may be paid or other rights that may be issued to the holders of Common Shares prior to issuance of such Common Shares under such Award. The Committee may grant Dividend Equivalents based on the dividends declared on Common Shares that are subject to any Award (other than an Option or Stock Appreciation Right). Any Award of Dividend Equivalents may be credited as of the dividend payment dates, during the period between the Date of Grant of the Award and the date the Award becomes payable or terminates or expires, as determined by the Committee; however, Dividend Equivalents shall not be payable unless and until the Award becomes payable, and shall be subject to forfeiture to the same extent as the underlying Award. Dividend Equivalents may be subject to any additional limitations and/or restrictions determined by the Committee. Dividend Equivalents shall be payable in cash, Common Shares or converted to full-value Awards, calculated based on such formula, as may be determined by the Committee.

12. Performance Compensation Awards.

(a) Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate such Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award. Unless otherwise determined by the Committee, all Performance Compensation Awards shall be evidenced by an Award Agreement.

(b) Discretion of Committee with Respect to Performance Compensation Awards. The Committee shall have the discretion to establish the terms, conditions and restrictions of any Performance Compensation Award. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula.

(c) Performance Criteria. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s) for Performance Compensation Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total stockholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; (xxxiii) personal targets, goals or completion of projects; and (xxxiv) such other criteria as established by the Committee in its discretion from time to time. Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparable or peer companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. Any Performance Criteria that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.

(d) Modification of Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during a Performance Period, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) discontinued operations; (viii) any other specific unusual or infrequently occurring or non-recurring events, or objectively determinable category thereof; (ix) foreign exchange gains and losses; and (x) a change in the Company’s fiscal year.

(e) Terms and Condition to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period. Unless otherwise determined by the Committee, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (i) the Performance Goals for such period are achieved; and (ii) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals. Following the completion of a Performance Period, the Committee shall determine whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate the amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period.

13. Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or infrequently occurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, subject to the requirements of Code Sections 409A, 421, and 422, if applicable, including without limitation any or all of the following:

(a) adjusting any or all of (i) the number of Common Shares or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (ii) the terms of any outstanding Award, including, without limitation, (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price with respect to any Award or (C) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

(b) providing for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;

(c) accelerating the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event;

(d) modifying the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period after a Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;

(e) deeming any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum or actual performance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance measures to continue (as is or as adjusted by the Committee) after closing;

(f) providing that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control; and

(g) canceling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per Common Share received or to be received by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a Common Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be final, conclusive and binding for all purposes.

14. Amendments and Termination.

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Shares may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

(b) Amendment of Award Agreements; Repricing. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, unless the Committee determines, in its sole discretion, that the amendment is necessary for the Award to comply with Code Section 409A. In addition, the Committee shall, without the approval of the stockholders of the Company, have the authority to reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.

15. General.

(a) Award Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee.

(b) Nontransferability.

(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under Applicable Law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as, a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.

(i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of any required taxes (up to the maximum statutory rate under Applicable Law as in effect from time to time as determined by the Committee) and deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are not subject to any pledge or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant having a Fair Market Value equal to such liability or (B) having the Company withhold from the number of Common Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such liability.

(d) No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any Claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. A Participant’s sole remedy for any Claim related to the Plan or any Award shall be against the Company, and no Participant shall have any Claim or right of any nature against any Subsidiary or Affiliate of the Company or any stockholder or existing or former director, officer or employee of the Company or any Subsidiary of the Company. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any Claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any Claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(e) International Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other and, in furtherance of such purposes the Administrator may make such modifications, amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.

(f) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his spouse or, if the Participant is unmarried at the time of death, his estate.

(g) Termination of Employment/Service. Unless determined otherwise by the Committee at any time following such event and subject to Section 15(r) of the Plan: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.

(h) No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder until such shares have been issued or delivered to that person.

(i) Government and Other Regulations.

(i) The obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all Applicable Laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Common Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(ii) The Committee may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Shares or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common Shares subject to such Award or portion thereof that is canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(j) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior Claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(k) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

(l) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees or service providers under general law.

(m) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of or service provider to the Company or the Committee or the Board, other than himself.

(n) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

(o) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

(p) Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the Applicable Laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(q) Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(r) Code Section 409A.

(i) Notwithstanding any provision of the Plan to the contrary, all Awards made under the Plan are intended to be exempt from or, in the alternative, comply with Code Section 409A and the authoritative guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment for purposes of Code Section 409A.

(ii) If a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payable by reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s death, the Participant’s representative or estate) before the earlier of (x) the first business day after the date that is six months following the date of the Participant’s termination of service, and (y) within 30 days following the date of the Participant’s death. For purposes of Code Section 409A, a termination of service shall be deemed to occur only if it is a “separation from service” within the meaning of Code Section 409A, and references in the Plan and any Award Agreement to “termination of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service” within the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent necessary to avoid the imposition of any additional tax under Code Section 409A, to mean a “change in control event” as such term is defined for purposes of Code Section 409A.

(iii) Any adjustments made pursuant to Section 13 to Awards that are subject to Code Section 409A shall be made in compliance with the requirements of Code Section 409A, and any adjustments made pursuant to Section 13 to Awards that are not subject to Code Section 409A shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code Section 409A or (y) comply with the requirements of Code Section 409A.

(s) Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

(t) Other Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common Shares or other securities under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in its sole and absolute discretion.

(u) Payments. Participants shall be required to pay, to the extent required by Applicable Law, any amounts required to receive Common Shares or other securities under any Award made under the Plan.

(v) Erroneously Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any such policy established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) Applicable Law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Common Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding Award Agreements.

Exhibit 10.4

SES HOLDINGS PTE. LTD.

2021 Share Incentive Plan

1. Purpose and Background.

1.1 Purpose. The purpose of this plan (the “Plan”) is to secure for SES Holdings Pte. Ltd., a Singapore company (the “Company”) and its shareholders the benefits arising from share ownership by employees, officers and directors of, and consultants or advisors to, the Company and its holding and subsidiary corporations who are expected to contribute to the Company’s future growth and success. Under the Plan recipients may be awarded both (i) Options (as defined in Section 2.1) to purchase ordinary shares in the capital of the Company (“Shares”) and (ii) Shares (“Restricted Share Awards”). Except where the context otherwise requires, the term “Company” shall include any holding corporation and all present and future subsidiaries of the Company as defined in Section 5 of the Companies Act (Cap. 50) of Singapore, as amended or replaced from time to time (the “Act”). Those provisions of the Plan which make express reference to Section 422 of the Internal Revenue Code of 1986 (the “Code”) shall apply only to Incentive Stock Options (as that term is defined below).

1.2 Background. On 7 November 2018, the Company, SolidEnergy Systems Corp. (the “US Company”) and SES Holdings Merger Sub, Inc. entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which SES Holdings Merger Sub, Inc. will be merged with and into the US Company, with the US Company surviving the merger as a wholly owned subsidiary of the Company in accordance with the terms and conditions contained therein (the “Merger”). As set out in the Merger Agreement, each option (each, an “Outstanding US Option”) to acquire shares of US Company’s common stock, par value US$0.000001 per share (“Common Stock”) that is outstanding under the US Company’s 2013 Stock Incentive Plan (the “US Plan”) immediately prior to the Effective Time, whether or not vested or exercisable, shall be, by virtue of the Merger and without any action on the part of the holder thereof, or any other person, assumed by the Company and shall be converted into an Option (as the term is defined below). Each Outstanding US Option so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to such option immediately prior to the Effective Time, provided that, as of the Effective Time, each such Outstanding US Option so assumed and converted shall be an option to acquire that number of whole Shares equal to the number of shares of Common Stock subject to such Outstanding US Option at the same exercise price per share. For the avoidance of doubt, each Outstanding US Option shall be subject to, and exercised in accordance with the terms and conditions of the US Plan save that references to the references to shares of Common Stock shall refer to the Shares instead. For the purposes of this Section 1.2, “Effective Time” means the time at which the Merger becomes effective in accordance with the Merger Agreement.

2. Types of Awards and Administration.

2.1 Options. Options granted pursuant to the Plan (“Options”) shall be authorized by action of the Board of Directors of the Company (the “Board” or “Board of Directors”) and may be either incentive stock options (“Incentive Stock Options”) meeting the requirements of Section 422 of the Internal Revenue Code of 1986 (the “Code”) or non-statutory Options which are not intended to meet the requirements of Section 422. All Options when granted are intended to be non-statutory Options, unless the applicable Option Agreement (as defined in Section 5.1) explicitly states that the Option is intended to be an Incentive Stock Option. The vesting of Options may be conditioned upon the completion of a specified period of employment with the Company and/or such other conditions or events as the Board may determine. The Board may also provide that Options are immediately exercisable subject to certain repurchase rights in the Company dependent upon the continued employment of the optionee and/or such other conditions or events as the Board may determine.

2.1.1 Incentive Stock Options. Incentive Stock Options may only be granted to employees of the Company. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive share option plans of the Company) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the first time in any one calendar year for Shares with an aggregate fair market value (determined as of the respective date or dates of grant) of more than US$100,000. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a non-statutory Option appropriately granted under the Plan provided that such Option (or portion thereof) otherwise meets the Plan’s requirements relating to non-statutory Options.

2.2 Restricted Share Awards. The Board in its discretion may grant Restricted Share Awards, entitling the recipient to acquire, for a purchase price determined by the Board, Shares subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Shares”), including continued employment and/or achievement of pre- established performance goals and objectives.

2.3 Date of Grant. The date on which Options and Restricted Share Awards shall be deemed granted under the Plan shall be the date on which the Board approved the grant or the date specified as the date of grant in the Option Agreement (as that term is defined below) or the Restricted Share Agreement (as that term is defined below) as the case may be.

2.4 Administration. The Plan shall be administered by the Board, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. Subject to prior approval of the Company being obtained in general meeting in accordance with the Act, the Board may in its sole discretion authorize issuance of Restricted Shares, the grant of Options and the issuance of shares upon exercise of such Options as provided in the Plan. The Board shall have authority, subject to the express provisions of the Plan, to construe Restricted Share Agreements, Option Agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of Restricted Share Agreements and Option Agreements, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Restricted Share Agreement or Option Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge

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of such expediency. No director or person acting pursuant to authority delegated by the Board shall be liable for any action or determination under the Plan made in good faith. The Board may, to the full extent permitted by or consistent with applicable laws or regulations, delegate any or all of its powers under the Plan to a committee (the “Committee”) appointed by the Board, and if the Committee is so appointed, to the extent of such delegation, all references to the Board in the Plan shall mean and relate to such Committee, other than references to the Board in this sentence and in Section 19 (as to amendment or termination of the Plan).

3. Eligibility.

Options may be granted, and Restricted Shares may be issued, to persons who are, at the time of such grant or issuance, employees, officers or directors of, or consultants or advisors to, the Company; provided, that the class of persons to whom Incentive Stock Options may be granted shall be limited to employees of the Company.

3.1 10% Shareholder. If any employee to whom an Incentive Stock Option is to be granted is, at the time of the grant of such Option, the owner of shares possessing more than 10% of the total combined voting power of all classes of shares of the Company (after taking into account the attribution of share ownership rules of Section 424(d) of the Code) (a “Greater Than 10% Shareholder”), any Incentive Stock Option granted to such individual must: (i) have an exercise price per share of not less than 110% of the fair market value of one Share at the time of grant; and (ii) expire by its terms not more than five (5) years from the date of grant.

4. Shares Subject to Plan.

Subject to adjustment as provided in Section 14.2 below, the maximum number of Shares which may be issued under the Plan is 4,208,961Shares. If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased Shares subject to such Option shall again be available for subsequent Option grants or Restricted Share Awards under the Plan. If Restricted Shares shall be forfeited to, or otherwise repurchased by, the Company pursuant to a Restricted Share Agreement, such repurchased Shares shall again be available for subsequent Option grants or Restricted Share Awards under the Plan. If Shares issued upon exercise of an Option are tendered to the Company in payment of the exercise price of an Option, such tendered Shares shall again be available for subsequent Option grants or Restricted Share Awards under the Plan.

5. Forms of Restricted Share Agreements and Option Agreements.

5.1 Option Agreement. Each recipient of an Option shall execute an option agreement (“Option Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Option Agreements may differ among recipients.

5.2 Restricted Share Agreement. Each recipient of a grant of Restricted Shares shall execute an agreement (“Restricted Share Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Restricted Share Agreements may differ among recipients.

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5.3 “Lock-Up” Agreement. Unless the Board specifies otherwise, each Restricted Share Agreement and Option Agreement shall provide that upon the request of the Company or the managing underwriter(s) of any offering of securities of the Company that is the subject of a registration statement filed under the United States Securities Act of 1933, as amended from time to time (the “US Securities Act”), the holder of any Option or the purchaser of any Restricted Shares shall, in connection therewith, agree in writing (in such form as the Company or such managing underwriter(s) shall request) to the general effect that for a period of time (not to exceed 180 days, plus such additional number of days (not to exceed 35) as may reasonably be requested to enable the underwriter(s) of such offering to comply with Rule 2711(f) of the Financial Industry Regulatory Authority or any amendment or successor thereto) from the effective date of the registration statement under the US Securities Act for such offering, the holder or purchaser will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares of the Company owned or controlled by him or her.

6. Purchase Price.

6.1 General. The purchase price per Restricted Share and per share deliverable upon the exercise of an Option shall be determined by the Board, provided, however, that in the case of any Option, the exercise price shall not be less than 100% of the fair market value of such Share, as determined by the Board, at the time of grant of such Option, or less than 110% of such fair market value in the case of any Incentive Stock Option granted to a Greater Than 10% Shareholder.

6.2 Payment of Purchase Price. Option Agreements may provide for the payment of the exercise price by delivery of cash or a check to the order of the Company in an amount equal to the exercise price of such Options, or, to the extent provided in the applicable Option Agreement, by one of the following methods:

(i) with the consent of the Board, by delivery to the Company of Shares; such surrendered shares shall have a fair market value equal in amount to the exercise price of the Options being exercised,

(ii) with the consent of the Board, a personal recourse note issued by the optionee to the Company in a principal amount equal to such aggregate exercise price and with such other terms, including interest rate and maturity, as the Company may determine in its discretion,

(iii) with the consent of the Board, if the class of Shares is registered under the Securities Exchange Act of 1934 at such time, subject to rules as may be established by the Board, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price,

(iv) with the consent of the Board, by reducing the number of Option Shares otherwise issuable to the optionee upon exercise of the Option by a number of Shares having a fair market value equal to such aggregate exercise price, or

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(v) with the consent of the Board, by any combination of such methods of payment.

The fair market value of any Shares or other non-cash consideration which may be delivered upon exercise of an Option shall be determined by the Board of Directors. Restricted Share Agreements may provide for the payment of any purchase price in any manner approved by the Board of Directors at the time of authorizing the issuance thereof.

7. Option Period.

Notwithstanding any other provision of the Plan or any Option Agreement, each Option and all rights thereunder shall expire on the date specified in the applicable Option Agreement, provided that such date shall not be later than ten (10) years after the date on which the Option is granted (or five (5) years in the case of an Incentive Stock Option granted to a Greater Than 10% Shareholder), and in either case, shall be subject to earlier termination as provided in the Plan or Option Agreement.

8. Exercise of Options.

8.1 General. Each Option shall be exercisable either in full or in installments at such time or times and during such period as shall be set forth in the Option Agreement evidencing such Option, subject to the provisions of the Plan. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires.

8.2 Notice of Exercise. An Option may be exercised by the optionee by delivering to the Company on any business day a written notice specifying the number of Shares the optionee then desires to purchase and specifying the address (or e-mail address) to which the certificates for such Shares are to be delivered (the “Notice”), accompanied by payment for such Shares. In addition, the Company may require any individual to whom an Option is granted, as a condition of exercising such Option, to give written assurances (the “Investment Letter”) in a substance and form satisfactory to the Company to the effect that such individual is acquiring the Shares subject to the Option for his or her own account for investment and not with a view to the resale or distribution thereof, and to such other effects as the Company deems necessary or advisable in order to comply with any securities law(s). An Option shall be deemed to be exercised upon the receipt by the Company of the said notice duly completed and the receipt by the Company of the full payment in respect of such Shares which have been exercised under the Option.

8.3 Delivery. Subject to such consents or other actions required by any competent authority under any regulations or enactments for the time being in force as may be necessary, and compliance with the Plan and the Constitution of the Company (the “Constitution”), as promptly as practicable after receipt of the Notice, the Investment Letter (if required) and payment, the Company shall issue and allot or transfer the Shares in respect of which such Option has been so exercised and deliver or cause to be delivered to the optionee certificates (in physical or electronic form) for the number of Shares with respect to which such Option has been so exercised, issued in the optionee’s name; provided, however, that such

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delivery shall be deemed effected for all purposes when (i) the Company or a share transfer agent shall have deposited such certificates in the Singapore mail, addressed to the optionee, at the address specified in the Notice, or (ii) delivered electronically to the optionee by e-mail or other form of electronic communication.

8.4 Exercised Shares. Shares issued and allotted or transferred upon exercise of an Option shall be subject to all provisions of the Constitution and shall rank pari passu in all respects with the then issued Shares (excluding treasury shares) in the capital of the Company except for any dividend, rights, allotments or other distributions, the Record Date for which is prior to the date such Option is exercised. For the purposes of this Section 8.4, “Record Date” means the date as at the close of business on which the shareholders of the Company must be registered in order to participate in any dividends, rights, allotments or other distributions.

9. Transferability of Options.

No Incentive Stock Option shall be assignable or transferable by the person to whom it is granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and during the life of an optionee, an Incentive Stock Option shall be exercisable only by the optionee. The Board may, in its discretion, determine the extent to which a non- statutory Option shall be transferable.

9. Termination of Employment; Disability; Death. Except as may be otherwise expressly provided in the terms and conditions of the Option Agreement, Options shall terminate on the earliest to occur of:

(i)

the date of expiration thereof;

(ii)

thirty (30) days after termination of the optionee’s employment with, or provision of services to, the Company by the Company for Cause (as hereinafter defined);

(iii)

ninety (90) days after the date of voluntary termination of the optionee’s employment with, or provision of services to, the Company by the optionee (other than for death or permanent disability as defined below); or

(iv)

ninety (90) days after the date of termination of the optionee’s employment with, or provision of services to, the Company by the Company without Cause (other than for death or permanent disability as defined below).

Until the date on which the Option so expires, the optionee may exercise that portion of his or her Option which is exercisable at the time of termination of the employment or service relationship.

An employment or service relationship between the Company and the optionee shall be deemed to exist during any period during which the optionee is employed by or providing services to the Company. Whether an authorized leave of absence or an absence due to military or government service shall constitute termination of the employment relationship between the Company and the optionee shall be determined by the Board at the time thereof.

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For purposes of this Section 10, the term “Cause” shall mean (a) any material breach by the optionee of any agreement to which the optionee and the Company are both parties, (b) any act (other than retirement) or omission to act by the optionee which may have a material and adverse effect on the Company’s business or on the optionee’s ability to perform services for the Company, including, without limitation, the commission of any crime (other than minor traffic violations), or (c) any material misconduct or material neglect of duties by the optionee in connection with the business or affairs of the Company. An optionee’s employment shall be deemed to have been terminated for Cause if the Company determines within thirty (30) days of the termination of employment (whether such termination was voluntary or involuntary) that termination for Cause was warranted.

In the event of the permanent and total disability or death of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or one hundred eighty (180) days following the date of such disability or death. After disability or death, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom this option may be transferred by will or by laws of descent and distribution) shall have the right, at any time prior to such termination of an Option, to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months.

10. Rights as a Shareholder. The holder of an Option shall have no rights as a shareholder with respect to any Shares covered by the Option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a share certificate to him or her for such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

11. Additional Provisions. The Board of Directors may, in its sole discretion, include additional provisions in Restricted Share Agreements and Option Agreements, including, without limitation, restrictions on transfer, rights of the Company to repurchase Restricted Stock or Shares acquired upon exercise of Options, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of Options, or such other provisions as shall be determined by the Board of Directors; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not be such as to cause any Incentive Stock Option to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

12. Acceleration, Extension, Etc. The Board of Directors may, in its sole discretion, (i) accelerate the date or dates on which all or any particular Option or Options may be exercised or (ii) extend the period or periods of time during which all, or any particular, Option or Options may be exercised.

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13. Adjustment Upon Changes in Capitalization

13.1 No Effect of Options upon Certain Corporate Transactions. The existence of outstanding Options shall not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation, or any issue of Shares, or any issue of bonds, debentures, preferred or prior preference shares ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

13.2 Adjustment Provisions. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, share dividend, share split, reverse share split or other similar transaction, (i) the outstanding Shares are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, an appropriate and proportionate adjustment shall be made in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of shares or other securities subject to any then outstanding Options, and (z) the price for each share or other security subject to any then outstanding Options, so that upon exercise of such Options, in lieu of the Shares for which such Options were then exercisable, the relevant optionee shall be entitled to receive, for the same aggregate consideration, the same total number and kind of shares or other securities, cash or property that the owner of an equal number of outstanding Shares immediately prior to the event requiring adjustment would own as a result of the event. If any such event shall occur, appropriate adjustment shall also be made in the application of the provisions of this Section 14 and Section 15 with respect to Options and the rights of optionees after the event so that the provisions of such Sections shall be applicable after the event and be as nearly equivalent as practicable in operation after the event as they were before the event.

13.3 No Adjustment in Certain Cases. Except as hereinbefore expressly provided, the issue by the Company of shares of any class, or securities convertible into shares of any class, for cash or property or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares then subject to outstanding options.

13.4 Board Authority to Make Adjustments. Any adjustments under this Section 14 will be made by the Board of Directors, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. The Company may be permitted to issue fractional shares under the Plan on account of any such adjustments.

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14. Effect of Certain Transactions

14.1 General. Except as provided in any Option Agreement or Restricted Share Agreement to the contrary, if the Company is merged with or into or consolidated with another corporation under circumstances where the shareholders of the Company immediately prior to such merger or consolidation do not own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if shares representing fifty percent (50%) or more of the voting power of the Company are transferred to an Unrelated Third Party, as hereinafter defined, or if the Company is liquidated, or sells or otherwise disposes of all or substantially all its assets (each such transaction is referred to herein as a “Change in Control Transaction”), the Board, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to some or all outstanding Options or Restricted Share Awards (and need not take the same action as to each such Option or Restricted Share Award): (i) provide that such Options shall be assumed, or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such Options substituted for Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, (ii) upon written notice to the optionees, provide that all unexercised Options will terminate immediately prior to the consummation of the Change in Control Transaction unless exercised by the optionee to the extent otherwise then exercisable within a specified period following the date of the Notice, (iii) upon written notice to the grantees, provide that all unvested Restricted Shares shall be repurchased at cost, (iv) make or provide for a cash payment to the optionees equal to the difference between (A) the fair market value of the per share consideration (whether cash, securities or other property or any combination of the above) the holder of a Share will receive upon consummation of the Change in Control Transaction (the “Per Share Transaction Price”) times the number of Shares subject to outstanding vested Options (to the extent then exercisable at prices not equal to or in excess of the Per Share Transaction Price) and (B) the aggregate exercise price of such outstanding vested Options, in exchange for the termination of such Options, or (v) provide that all or any outstanding Options shall become exercisable and all or any outstanding Restricted Share Awards shall vest in part or in full immediately prior to such event. To the extent that any Options are exercisable at a price equal to or in excess of the Per Share Transaction Price, the Board may provide that such Options shall terminate immediately upon the consummation of the Change in Control Transaction without any payment being made to the holders of such Options. “Unrelated Third Party” shall mean any person who is not, on the date of adoption of this Plan by the Board, a holder of shares of any class or preference or any share option of the Company.

14.2 Substitute Options. The Company may grant Options in substitution for options held by employees, officers or directors of, or consultants or advisors to, another corporation who become employees, officers or directors of, or consultants or advisors to, the Company, as the result of a merger or consolidation of the employing corporation with the Company or as a result of the acquisition by the Company of property or shares of the employing corporation. The Company may direct that substitute Options be granted on such terms and conditions as the Board considers appropriate in the circumstances.

14.3 Restricted Shares. In the event of a business combination or other transaction of the type detailed in Section 14.1, any securities, cash or other property received in exchange for Restricted Shares shall continue to be governed by the provisions of any Restricted Share Agreement pursuant to which they were issued, including any provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board of Directors may direct, to insure compliance with the terms of any such Restricted Share Agreement.

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15. No Special Employment Rights. Nothing contained in the Plan or in any Option Agreement or Restricted Share Agreement shall confer upon any optionee or holder of Restricted Shares any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to terminate such employment or to increase or decrease his or her compensation.

16. Other Employee Benefits. The amount of any compensation deemed to be received by an employee as a result of the issuance of Restricted Shares or the grant or exercise of an Option or the sale of shares received upon issuance of a Restricted Share Award or exercise of an Option will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board of Directors.

17. No Additional Rights. The Plan shall not confer on any person any legal or equitable rights (other than those constituting the Options and the Restricted Share Awards themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.

18. Amendment of the Plan.

18.1 The Board may at any time, and from time to time, modify or amend in any respect or terminate the Plan. If shareholder approval is not obtained within twelve (12) months after any amendment increasing the number of shares authorized under the Plan or changing the class of persons eligible to receive Options under the Plan, no Options granted pursuant to such amendments shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be issued pursuant to such amendments thereafter.

18.2 The termination or any modification or amendment of the Plan shall not, without the consent of an optionee or the holder of Restricted Shares, adversely affect his or her rights under an Option or Restricted Share Award previously granted to him or her. With the consent of the recipient of Restricted Shares or optionee affected, the Board may amend outstanding Restricted Share Agreements or Option Agreements in a manner not inconsistent with the Plan.

19. Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of Restricted Share, any taxes of any kind required by law to be withheld with respect to issuance of any Restricted Shares or Shares issued upon exercise of Options. Prior to delivery of any Shares pursuant to the terms of this Plan, the Board has the right to require that the optionee or recipient of Restricted Shares remit to the Company an amount sufficient to satisfy any minimum tax withholding obligation. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the obligor may elect to satisfy any minimum withholding obligations, in whole or in

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part, (i) by causing the Company to withhold Shares otherwise issuable, or (ii) by delivering to the Company a sufficient number of Shares. The Shares so withheld shall have a fair market value equal to such minimum withholding obligation. The fair market value of the Shares used to satisfy such minimum withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. A person who has made an election pursuant to this Section 20 may only satisfy his or her withholding obligation with Shares which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar restrictions.

20. Effective Date and Duration of the Plan.

20.1 Effective Date. The Plan shall become effective when adopted by the Board of Directors. If shareholder approval is not obtained within twelve (12) months after the date of the Board’s adoption of the Plan, no Options previously granted under the Plan shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be granted thereafter. Amendments to the Plan not requiring shareholder approval shall become effective when adopted by the Board. Amendments requiring shareholder approval shall become effective when adopted by the Board, but if shareholder approval is not obtained within twelve (12) months of the Board’s adoption of such amendment, any Incentive Stock Options granted pursuant to such amendment shall be deemed to be non-statutory Options provided that such Options are authorized by the Plan. Subject to this limitation, Options may be granted under the Plan at any time after the effective date and before the date fixed for termination of the Plan.

20.2 Termination. Unless sooner terminated by action of the Board of Directors, the Plan shall terminate upon the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board of Directors and if the Plan is so terminated, no further Options and Restricted Share Awards shall be granted by the Company hereunder.

21. Provision for Foreign Participants. The Board of Directors may, without amending the Plan, modify the terms of Option Agreements or Restricted Share Agreements to differ from those specified in the Plan with respect to participants who are foreign nationals or employed outside Singapore to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

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22. Requirements of Law. The Company shall not be required to sell or issue any shares under any Option or Restricted Share Award if the issuance of such shares shall constitute a violation by the optionee, the Restricted Share Award recipient, or by the Company of any provision of any law or regulation of any governmental authority. In the event that a grant of an Option or Restricted Share Award results in a contravention of any law or regulation of any governmental authority, such grant shall be null and void and of no effect and the relevant optionee shall have no claim whatsoever against the Company. In addition, in connection with the US Securities Act, the Company shall not be required to issue any Shares upon exercise of any Option unless the Company has received evidence satisfactory to it to the effect that the holder of such Option will not transfer such Shares except pursuant to a registration statement in effect under the US Securities Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Board shall be final, binding and conclusive. In the event the Shares issuable on exercise of an Option are not registered under the US Securities Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the US Securities Act or any such state or other securities law. The Company may register, but in no event shall be obligated to register, any securities covered by the Plan pursuant to the US Securities Act; and in the event any Shares are so registered the Company may remove any legend on certificates representing such Shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option, the grant of any Restricted Share Award or the issuance of Shares pursuant thereto to comply with any law or regulation of any governmental authority.

23. Conversion of Incentive Stock Options into Non-Qualified Options; Termination. The Board of Directors, with the consent of any optionee, may in its discretion take such actions as may be necessary to convert such optionee’s Incentive Stock Options (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into non-statutory Options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the optionee is an employee of the Company or a holding company or subsidiary of the Company at the time of such conversion. At the time of such conversion, the Board of Directors (with the consent of the optionee) may impose such conditions on the exercise of the resulting non-statutory Options as the Board of Directors in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in this Plan shall be deemed to give any optionee the right to have such optionee’s Incentive Stock Options converted into non-statutory Options, and no such conversion shall occur until and unless the Board of Directors takes appropriate action. The Board of Directors, with the consent of the optionee, may also terminate any portion of any Incentive Stock Option that has not been exercised at the time of such termination.

24. Non-Exclusivity of this Plan; Non-Uniform Determinations. Neither the adoption of this Plan by the Board of Directors nor the approval of this Plan by the shareholders of the Company shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of share options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

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The determinations of the Board of Directors under this Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Options or Restricted Share Awards under this Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board of Directors shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Option Agreements and Restricted Share Agreements, as to (a) the persons to receive Options or Restricted Share Awards under this Plan, (b) the terms and provisions of Options or Restricted Share Awards, (c) the exercise by the Board of Directors of its discretion in respect of the exercise of Options pursuant to the terms of this Plan, and (d) the treatment of leaves of absence pursuant to Section 10 hereof.

25. Governing Law. This Plan and each Option or Restricted Share Award shall be governed by the laws of Singapore, without regard to its principles of conflicts of law.

26. Notices. Any notice required to be given by an optionee to the Company shall be sent or made to the registered office of the Company or such other address as may be notified by the Company to him in writing or by e-mail to qichao@solidenergysystems.com

27. Disclaimer of Liability. Notwithstanding any provisions herein contained and subject to the Act, the Board, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection with the Plan, including the Company’s delay in issuing, or procuring the transfer of, the Shares.

28. Third Party Rights. A person who is not a party to this Plan shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or under any law, to enforce any provision in this Plan.

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Exhibit 10.5

LOGO

SES Holdings Pte. Ltd.

March 19, 2021

Qichao Hu

Re:

Employment as Chief Executive Officer

Dear Qichao:

The terms in this letter supersede all prior agreements you have entered into with SES Holdings Pte. Ltd. (the “Company”) and its subsidiaries in relation to your employment.

From the date hereof, you will be employed on the following terms and conditions.

1. Position. You will serve as Chief Executive Officer of the Company reporting directly to the Board of Directors. As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company.

2. Base Salary. Contingent on your signing the attached Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement (“NDA”) (which contains a non-compete provision), your annual base salary will increase to $350,000 (“Salary”). Such salary will be payable in accordance with the Company’s normal payment schedule for its employees. You will be an exempt employee under the Fair Labor Standards Act and related laws and as such will not be eligible for overtime pay.

3. Performance Bonus Compensation. During your employment, you may be considered annually for a performance bonus (the “Performance Bonus”). The Performance Bonus in any year, if any, will be determined by the Board of Directors of the Company (the “Board”) based on your performance and that of the Company, relative to milestones to be agreed upon between you and the Board, and otherwise in accordance with a general employee bonus program. The Performance Bonus compensation is expected to be up to 50% of your Base Salary, compensable via cash or equity, as determined by the Board.

4. Benefits; Vacation; Withholding. You will be entitled to health, insurance, 401(k), and other benefits provided to other executives of the Company of similar seniority on terms no less favorable than those available to such executives of the Company generally. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company retains the right to change, add or terminate any particular benefit.

LOGO

SES Holdings Pte. Ltd.

You will be entitled to earn vacation in accordance with the Company’s policies from time to time in effect, in addition to holidays observed by the Company, subject to a minimum entitlement of 4 weeks’ vacation and 10 paid holidays per year. Vacation may be taken at such times and intervals as you shall determine, subject to the business needs of the Company, and otherwise shall be subject to the policies of the Company, as in effect from time to time.

You will be eligible for the same coverage as other officers and directors under the Company’s D&O insurance policy. Should you be subject to a governmental investigation due to the good faith performance of your duties for the Company, the Company shall advance you reasonable counsel fees. You agree to repay such fees to the Company upon receipt of such funds from the D&O provider.

5. Allowance. The Company will pay you an additional $15,000 per month as additional compensation subject appropriate deductions.

6. Personal Data. You agree that your personal data such as your photograph, personal mobile/telephone numbers, personal email addresses, residential address, identity document numbers and fingerprints which have been or is in the future obtained by the Company may be held and processed by the Company or any of its group companies (and where necessary its agents or appointed third parties) either by computer or manually for any purpose relating to the administration, management and operation of your employment, or in relation to the Company’s or the group companies’ legal obligations or business needs.

7. NDA Agreement. You agree to execute the attached NDA, which supersede the previous agreement executed by the parties.

8. At Will Employment. Your employment with the Company is an “at-will” employment and may be terminated by either party at any time for any reason, with or without cause. Paragraphs 9 and 10 shall govern if a termination of employment occurs.

9. Termination.

a. Events of Termination. Your employment with the Company shall terminate upon any of the following:

(i) the effective date of a written notice by the Company to you stating the Company’s reasonable, good faith determination to terminate you for Cause (as defined below) (“Termination For Cause”);

(ii) the effective date of a written notice by the Company to you stating the Company’s reasonable, good faith determination, on the basis of advice by a physician appointed by the Company, that due to a mental or physical condition that the Company is not required to accommodate or cannot reasonably accommodate, you have been unable and failed to substantially render the services to be provided by you to the Company for a period of not less than 180 days in any consecutive 12-month period (“Termination for Disability”);

LOGO

SES Holdings Pte. Ltd.

(iii) your death;

(iv) the effective date of a notice to you stating that the Company is terminating your employment, without Cause, which notice can be given by the Company at any time at the Company’s sole discretion, for any reason or for no reason (“Termination without Cause”);

(v) the effective date of a notice from you to the Company stating that you are terminating your employment with the Company for Good Reason (as defined below) (“Resignation for Good Reason”); or

(vi) the effective date of a notice from you to the Company stating that you are electing to terminate your employment with the Company for any reason not constituting Good Reason (“Resignation without Good Reason”).

b. Certain Definitions. For purposes of this Agreement:

(i) “Cause” shall mean any of the following: (a) you willfully engage in misconduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (b) conviction of, or entering a plea of nolo contendere or guilty to, a felony criminal offense, or any act of moral turpitude, in each case which could reasonably be expected to impact or interfere with your ability to perform your duties and responsibilities to the Company or to adversely or negatively affect the business, reputation, goodwill, community standing or other attributes of the Company; (c) you commit a material breach of any written agreement between you and the Company that causes harm to the Company, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; (d) you willfully refuse to implement or follow a directive by Board, directly related to your duties, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; or (e) you engage in material misfeasance or malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with your position, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company.

LOGO

SES Holdings Pte. Ltd.

these events shall constitute Good Reason unless you provide the Company with written notice that Good Reason has occurred and the Company fails to cure such event within 30 days after receipt from you of the written notice; provided further, that “Good Reason” shall cease to exist for an event on the 60^th day following the later of its occurrence or your knowledge thereof, unless you have given the Company written notice thereof prior to such date.

10. Effect of Termination of Employment.

a. Termination for Cause, Death or Disability, or Resignation without Good Reason. In the event you are subject to a Termination for Cause, Death or Disability, or in the event of your Resignation without Good Reason, you will be paid only: (i) any earned but unpaid Base Salary and earned but unused vacation, (ii) you shall not be entitled to the Performance Bonus for the fiscal year of termination but shall be entitled to any Performance Bonus earned for any fiscal year prior to the year of termination; and (iii) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the “Accrued Compensation”).

b. Termination without Cause or Resignation for Good Reason. In the event of your Termination without Cause or your Resignation for Good Reason, you will receive the Accrued Compensation. In addition, provided that, within 30 days following the termination of your employment, you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company on the Company’s form agreement (the “Release”) and satisfy all conditions to make the Release effective, you shall be entitled to (i) continued payment of your then-current Base Salary for a period of 12 months following the date of your termination in accordance with the Company’s standard payroll schedule; and (ii) provided you timely elect to continue health insurance coverage under COBRA (if applicable), reimbursement for the usual Company contribution for health insurance for 12 months following your termination of employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

11. Section 409A. To the extent (i) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from the date of your “separation from service” (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B)

LOGO

SES Holdings Pte. Ltd.

of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest).

Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A.

Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.

12. Choice of Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws.

Sincerely,

LOGO

SES Holdings Pte. Ltd.

SES Holdings Pte. Ltd.

/s/ Christian Tang-Jespersen

Director

Agreed and Accepted by

/s/ Qichao Hu

Qichao Hu

Date: March 19, 2021

Exhibit 10.6


		SES Holdings Pte. Ltd.

February 16, 2021

Jing Nealis

Re:

Employment as Chief Financial Officer

Dear Jing:

I am pleased to offer you employment with SES Holdings Pte. Ltd. (the “Company”) on the following terms and conditions.

1. Position. You will serve as Chief Financial Officer of the Company reporting directly to Qichao Hu the Chief Executive Officer. As a full-time employee of the Company, you will be expected to devote your full business efforts and energies to the business and affairs of the Company.

2. Starting Date. It is expected that your employment will begin on or before March 8, 2021 (the “Start Date”) at our Boston office. You will work remotely until circumstances with the COVID-19 pandemic permit you to move to the Boston area.

3. Base Salary. As an employee of the Company, you will be paid a base salary at an annual rate of $350,000 subject to discretionary increases “(Base Salary”). Such salary will be payable monthly. You will be an exempt employee under the Fair Labor Standards Act and related laws and as such will not be eligible for overtime pay.

4. Performance Bonus Compensation. During your employment, you will be considered annually for a performance bonus for up to 30 percent of your Base Salary (the “Performance Bonus”). The Performance Bonus in any year, if any, will be determined by the Board of Directors of the Company (the “Board”) based on your performance and that of the Company, relative to reasonable and achievable milestones to be agreed upon between you and the Board no later than April of the relevant calendar year, and otherwise in accordance with a general employee bonus program. The Performance Bonus is compensable via cash or equity as determined by the Board.

5. Relocation Reimbursement. The Company agrees to reimburse you for the reasonable expenses that you and your family incur to move to Massachusetts for this position. This includes, but is not limited to, moving and storing your furniture and belongings, airfare for you and your family to travel to Boston.

6. Sign On Bonus. Within ten (10) business dates after your Start Date, the Company will pay you a lump sum payment of $150,000, less required deductions.

SES Holdings Pte. Ltd.

7. Equity Compensation. Within fifteen (15) days after the Start Date, you will be awarded a grant of options to purchase 200,000 of the ordinary shares in the capital of the Company (“Ordinary Shares”) at a purchase price based on the fair market value of the Ordinary Shares on the date of grant, subject to the terms of the form of incentive share option agreement set out in Exhibit A hereto. You will receive such share options only if you execute and deliver the share option agreement in the form attached hereto as Exhibit A, and the foregoing grant will become effective only following such execution and delivery. The grant will be subject to vesting as follows: 25% of the shares shall vest on the first anniversary of the grant, provided you are employed by the Company on that date, and the remainder shall vest ratably, on a monthly basis, over the following 36 months following the first anniversary of the grant, provided that you remain in the Company’s employ at each such vesting date. Your remaining unvested Option shall accelerate and fully vest and become fully exercisable in the event of: (i) the merger or acquisition of the entire share capital of the Company or an initial public offering of the Company; or (ii) your employment ends due to a Termination without Cause or Resignation for Good Reason and/or upon Change in Control Transaction as that term is defined under the Company’s 2018 Share Incentive Plan.

8. Benefits; Vacation; Insurance. You will be entitled to health, insurance, pension, and other benefits provided to other executives of the Company of similar seniority on terms no less favorable than those available to such executives of the Company generally. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company retains the right to change, add or terminate any particular benefit.

You will be eligible for the same coverage as other officers and directors under the Company’s D&O insurance policy.

9. Allowance. The Company will pay you an additional $10,000 per month as additional compensation subject appropriate deductions.

10. Conditions to Employment. You agree that the following items are conditions to your employment with the Company:

a. The Immigration Reform and Control Act of 1986 requires employers to verify the employment eligibility and identity of new employees by requiring such employees to complete an Employment Eligibility Form I-9, which is enclosed. Please complete and return it and the appropriate required documents listed on the form. This offer of employment is contingent upon compliance with the Immigration Act of 1986.

SES Holdings Pte. Ltd.

b. Your execution and delivery of the enclosed Employee’s Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement (“NDA Agreement”), which is attached to this letter. Among other provisions, the NDA Agreement contains a covenant not to compete. As stated in the NDA Agreement, you are advised to obtain the advice of counsel in reviewing the NDA Agreement.

c. You agree that your personal data such as your photograph, personal mobile/telephone numbers, personal email addresses, residential address, identity document numbers and fingerprints which have been or is in the future obtained by the Company may be held and processed by the Company or any of its group companies (and where necessary its agents or appointed third parties) either by computer or manually for any purpose relating to the administration, management and operation of your employment, or in relation to the Company’s or the group companies’ legal obligations or business needs.

d. Satisfactory completion of reference and background checks.

e. Successful license application or certification for export control purposes if appropriate. The Company will provide you with legal counsel to assist with this process.

11. At Will Employment. Your employment with the Company is an “at- will” employment and may be terminated by either party at any time for any reason, with or without cause. Paragraphs 13 and 14 shall govern if a termination of employment occurs.

12. Termination.

a. Events of Termination. Your employment with the Company shall terminate upon any of the following:

(ii) You can no longer do the essential functions of your job with or without a reasonable accommodation for a consecutive 180 days (“Termination for Disability”);

(iii) your death;

SES Holdings Pte. Ltd.

(iv) the effective date of a notice to you stating that the Company is terminating your employment, without Cause, which notice can be

given by the Company at any time at the Company’s sole discretion, for any reason or for no reason (“Termination without Cause”);

(v) the effective date of a notice from you to the Company stating that you are terminating your employment with the Company for Good Reason (as defined below) (“Resignation for Good Reason”); or

b. Certain Definitions. For purposes of this Agreement:

(i) “Cause” shall mean any of the following: (a) you willfully engage in misconduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (b) conviction of, or entering a plea of nolo contendere or guilty to, a felony criminal offense which could reasonably be expected to impact or interfere with your ability to perform your essential duties and responsibilities to the Company or to adversely or negatively affect the business or reputation of the Company; (c) you commit a material breach of any written agreement between you and the Company that causes harm to the Company, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; (d) you willfully refuse to implement or follow a reasonable directive by the CEO or Board, directly related to your duties, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; or (e) you engage in material misfeasance or malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with your position unrelated to an illness or a disability, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company.

(ii) “Good Reason” shall mean any of the following: (a) a material diminution of or material detrimental change in your position, authority, reporting, duties or responsibilities; (b) a material change in your base salary or benefits (other than a change in benefits generally applicable to all eligible employees); (c) a material breach of this Agreement or (b) a material re-location by more than 35 miles of your principal office at 35 Cabot Road, Woburn, MA 01801 (once you relocate to the Boston area); provided that none of these events shall constitute Good Reason unless you provide the Company with written notice that Good Reason has occurred within 30 days of such reason occurring and the Company fails to cure such reason within 30 days after receipt from you of the written notice; and provided further, you then terminated your employment within 60 days following the end of the cure period.

SES Holdings Pte. Ltd.

13. Effect of Termination of Employment.

a. Termination for Cause, Death or Disability, or Resignation without Good Reason. In the event you are subject to a Termination for Cause, Death or Disability, or in the event of your Resignation without Good Reason, you will be paid only: (i) any earned but unpaid Base Salary and earned but unused vacation, (ii) you shall not be entitled to the Performance Bonus for the fiscal year of termination but shall be entitled to any Performance Bonus earned for any fiscal year prior to the year of termination but not yet paid; and (iii) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the “Accrued Compensation”).

b. Termination without Cause or Resignation for Good Reason. In the event of your Termination without Cause or your Resignation for Good Reason, you will receive the Accrued Compensation and the vested equity you are entitled to in paragraph 8 of this Agreement. In addition, provided that, within 50 days following the termination of your employment, you deliver to the Company a signed settlement agreement and general release of claims that does not include additional post employment restrictions other than the ones set out in your NDA and does not require you to release your rights or claims to vested benefits, vested equity and/or your rights to indemnification and defense (the “Release”) and you satisfy all conditions to make the Release effective, you shall be entitled to (i) continued payment of your then-current Base Salary for a period of 9 months following the date of your termination in accordance with the Company’s standard payroll schedule; and (ii) provided you timely elect to continue health insurance coverage under COBRA, reimbursement for the usual Company contribution for health insurance for 12 months following your termination of employment or, if earlier, until you are eligible to be covered under another medical insurance plan by a subsequent employer. This Release will be provided to you within 10 days of your Termination Date and payment of your severance will start on the first payroll date following 60 days after your Termination Date assuming the above requirements are met. The first payment will include the retroactive pay from date of Termination. Further, if you die after your Termination Date, but before receiving your full severance payment, the balance of the payment will be paid to your spouse. If he is not alive at the time, the balance of the payment will be paid to your estate.

14. Section 409A. To the extent (i) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from the date of your “separation from service” (as such term is at the time defined in regulations under Section 409A of the

SES Holdings Pte. Ltd.

Code) with the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest).

Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.

15. Choice of Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws.

This offer of employment will expire on February 20, 2021 unless accepted by you prior to such date. This offer is binding on the Company’s successors and assigns.

We look forward to your service with the Company and are pleased that you will be working with us.

SES Holdings Pte. Ltd.

Sincerely,

SES Holdings Pte. Ltd.

/s/ Qichao Hu

Qichao Hu

CEO

Agreed and Accepted by

/s/ Jing Nealis

Jing Nealis

Date: 02/16/2021

Exhibit 10.7

February 15, 2021

Rohit Makharia

Re:

Employment as President and Chief Operating Officer

Dear Rohit:

I am pleased to offer you employment with SES Holdings Pte. Ltd. (the “Company”) on the following terms and conditions.

1. Position. You will serve as President and Chief Operating Officer of the Company reporting directly to Qichao Hu the Chief Executive Officer. As a full-time employee of the Company, you will be expected to devote your full business efforts and energies to the business and affairs of the Company.

2. Starting Date. It is expected that your employment will begin on March 1, 2021 (the “Start Date”) at our Boston office. You will work remotely until circumstances with the COVID-19 pandemic permit you to move to the Boston area.

3. Base Salary. As an employee of the Company, you will be paid a base salary at a rate of $325,000 subject to discretionary increases “(Base Salary”). Such salary will be payable monthly. You will be an exempt employee under the Fair Labor Standards Act and related laws and as such will not be eligible for overtime pay.

5. Relocation Reimbursement. The Company agrees to reimburse you for the expenses that you and your family incur to move to Massachusetts for this position. This includes, but is not limited to, moving and storing your furniture and belongings, airfare for you and your family to travel to Boston.

6. Sign On Bonus. Within ten (10) business dates after your Start Date, the Company will pay you a lump sum payment of $150,000, less required deductions.

7. Attorneys’ Fees. The Company agrees to pay you up to $6,000 for the attorneys’ fees you incur in drafting your agreements with the Company. Payment will be made directly to your counsel upon receipt of invoice from your counsel no later than 30 days after receipt of the invoice.

8. Equity Compensation. Within fifteen (15) days after the Start Date, you will be awarded a grant of options to purchase 2.75 percent of the ordinary shares (1,195,238) in the capital of the Company (“Option Shares”) at a purchase price based on the fair market value of the Option Shares, subject to the terms of the form Incentive Option Share Agreement set out in Exhibit A hereto. You will receive such Option Shares only if you execute and deliver the Incentive Option Agreement in the form attached hereto as Exhibit A, and the foregoing grant will become effective only following such execution and delivery. The Option Shares will be subject to vesting as follows: 50% of the Option Shares (i.e. 597,619) shall vest upon Start Date (the “Start Date Vested Options”), and the remainder shall vest in 1/24 increments on the monthly anniversary of the Start Date, provided that you remain in the Company’s employ at each such vesting date. Notwithstanding anything to the contrary in the Company’s 2018 Share Incentive Plan (“Plan”), your remaining unvested Option Shares shall immediately accelerate and fully vest and become fully exercisable in the event of any one of the following: (i) the merger or acquisition of the entire share capital of the Company or an initial public offering of the Company; (ii) your employment ends due to a Termination without Cause or Resignation for Good Reason; or (iii) upon a Change in Control Transaction, as that term is defined under the Plan. Further, If your employment terminates within one year of the Start Date due to Termination for Cause or Resignation without Good Reason, you will forfeit all (i.e. 597,619) of the Start Date Vested Options; if your employment terminates within two years of the Start Date due to Termination for Cause or Resignation without Good Reason, you will forfeit half of the Start Date Vested Options (i.e. 298,810).

9. Benefits; Vacation; Insurance. You will be entitled to health, insurance, pension, and other benefits provided to other executives of the Company of similar seniority on terms no less favorable than those available to such executives of the Company generally. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company retains the right to change, add or terminate any particular benefit.

You will be eligible for the same coverage as other officers and directors under the Company’s D&O insurance policy.

10. Allowance. The Company will pay you an additional $15,000 per month as additional compensation subject appropriate deductions.

11. Conditions to Employment. You agree that the following items are conditions to your employment with the Company:

d. Satisfactory completion of reference and background checks.

e. Successful license application or certification for export control purposes if appropriate. The Company will provide you with legal counsel to assist with this process.

12. At Will Employment. Your employment with the Company is an “at-will” employment and may be terminated by either party at any time for any reason, with or without cause. Paragraphs 13 and 14 shall govern if a termination of employment occurs.

13. Termination.

a. Events of Termination. Your employment with the Company shall terminate upon any of the following:

(ii) You can no longer do the essential functions of your job with or without a reasonable accommodation for a consecutive 180 days (“Termination for Disability”);

(iii) your death;

(v) the effective date of a notice from you to the Company stating that you are terminating your employment with the Company for Good Reason (as defined below) (“Resignation for Good Reason”); or

b. Certain Definitions. For purposes of this Agreement:

(i) “Cause” shall mean any of the following: (a) you willfully engage in misconduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (b) conviction of, or entering a plea of nolo contendere or guilty to, a felony criminal offense which could reasonably be expected to impact or interfere with your ability to perform your essential duties and responsibilities to the Company or to adversely or negatively affect the business or reputation of the Company; (c) you commit a material breach of any written agreement between you and the Company that causes harm to the Company, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; (d) you willfully refuse to implement or follow a reasonable directive by the CEO or Board, directly related to your duties, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; or (e) you engage in material misfeasance or malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with your position unrelated to an illness or a disability, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company.

14. Effect of Termination of Employment.

a. Termination for Cause, Death or Disability, or Resignation without Good Reason. In the event you are subject to a Termination for Cause, Death or Disability, or in the event of your Resignation without Good Reason, you will be paid only: (i) any earned but unpaid Base Salary and earned but unused vacation, (ii) you shall not be entitled to the Performance Bonus for the fiscal year of termination but shall be entitled to any Performance Bonus earned for any fiscal year prior to the year of termination but not yet paid; and (iii) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the “Accrued Compensation”).

b. Termination without Cause or Resignation for Good Reason. In the event of your Termination without Cause or your Resignation for Good Reason, you will receive the Accrued Compensation and the vested equity you are entitled to in paragraph 8 of this Agreement. In addition, provided that, within 50 days following the termination of your employment, you deliver to the Company a signed settlement agreement and general release of claims that does not include additional post employment restrictions other than the ones set out in your NDA and does not require you to release your rights or claims to vested benefits, vested equity and/or your rights to indemnification and defense (the “Release”) and you satisfy all conditions to make the Release effective, you shall be entitled to (i) continued payment of your then-current Base Salary for a period of 12 months following the date of your termination in accordance with the Company’s standard payroll schedule; and (ii) provided you timely elect to continue health insurance coverage under COBRA, reimbursement for the usual Company contribution for health insurance for 12 months following your termination of employment or, if earlier, until you are eligible to be covered under another medical insurance plan by a subsequent employer. This Release will be provided to you within 10 days of your Termination Date and payment of your severance will start on the first payroll date following 60 days after your Termination Date assuming the above requirements are met. The first payment will include the retroactive pay from date of Termination. Further, if you die after your Termination Date, but before receiving your full severance payment, the balance of the payment will be paid to your spouse. If she is not alive at the time, the balance of the payment will be paid to your estate.

15. Section 409A. To the extent (i) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from the date of your “separation from service” (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest).

Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.

16. Choice of Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws.

This offer of employment will expire on February 22, 2021 unless accepted by you prior to such date. This offer is binding on the Company’s successors and assigns.

We look forward to your service with the Company and are pleased that you will be working with us.

Sincerely,

SES Holdings Pte. Ltd.

/s/ Qichao Hu

Qichao Hu

CEO

Agreed and Accepted by

/s/ Rohit Makharia

Rohit Makharia

Date: February 15, 2021

Exhibit 10.8

SolidEnergy Systems Corporation

35 Cabot Road, Woburn, MA 01801

May 24th, 2016

Mr. Yongkyu Son

Re: Employment as Principal Engineer

Dear Mr. Son:

Welcome to SolidEnergy!

I am pleased to confirm the terms on which you will be employed by SolidEnergy Systems Corp. (the “Company’’).

1. Position. You will serve as a Principal Engineer of the Company reporting directly to Qichao Hu, the Company’s Chief Executive Officer and Ikuo Yonezu, the Company’s VP of R&D. Your duties initially will include, but not be limited to, developing cell design and production processes with novel electrode and electrolyte materials, interfacing with customers and partners on meeting and exceeding target requirements, and fundamentally disrupting the lithium battery and portable energy storage industries. As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company. Your office will be initially located at 35 Cabot Road, Woburn, MA 01801.

2. Starting Date. It is expected that your employment will begin on August lst, 2016 (the “Start Date”).

3. Base Salary. As an employee of the Company, you will be paid a salary at a rate of $15,833.33 per month ($190,000 per annum). Such salary will be payable in accordance with the Company’s normal payment schedule for its employees, which is monthly and on the last Friday of every month.

4. Signing Bonus. The Company is pleased to offer you a cash signing bonus of $100,000. This bonus will be paid in one lump sum in a separate check on the next regularly scheduled pay date after you start employment with the Company. The signing bonus is taxable, and all regular payroll taxes will be withheld. In the event that you voluntarily leave the Company within 12 months of your Starting Date, you will be responsible for reimbursing the Company for the signing bonus, reduced by 1/12 for each month of employment.

5. Performance Bonus Compensation. During your employment, you may be considered annually for a performance bonus. Performance bonus compensation in any year, if any, will be determined by the Board of Directors of the Company (the “Board”) based on your performance and that of the Company, relative to milestones to be agreed upon between you and the Board, and otherwise in accordance with a general employee bonus program. The Performance Bonus cash compensation is expected to be up to 20% of your Base Salary or $36,000 at the end of your first year on August 1si, 2017.

SolidEnergy Systems Corporation

35 Cabot Road, Woburn, MA 01801

6. Equity Compensation. At the next regular meeting of the Board following the Start Date, it is anticipated that you will be awarded a grant of options to purchase 80,000 shares of the common stock of the Company (“Common Stock”) at a purchase price equal to the fair market value of the Common Stock, as determined by the Board, subject to the terms of the Company’s standard form of incentive stock option agreement. Based on the Company’s most recent fundraising 409A common stock valuation performed by Silicon Valley Bank, the common stock is valued at $0.41 per share as of January 21, 2016. You will receive such stock options only if you execute and deliver all stock option agreements, signature pages and other documents that the Company requests in connection with your grant and the foregoing grant will become effective only following such execution and delivery. The grant shall vest ratably, on a monthly basis, over 48 months following the Start Date, provided that you remain in the Company’s employ at such vesting date.

7. Benefits; Vacation; Withholding. You will be entitled to participate in health, insurance, pension, and other benefits provided to other executives of the Company of similar seniority on terms no less favorable than those available to such executives of the Company generally. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company retains the right to change, add or terminate any particular benefit.

If you are moving from outside of Massachusetts, you will be entitled to receive a one-time relocation reimbursement ofup to $30,000.

You will be entitled to earn vacation in accordance with the Company’s policies from time to time in effect, in addition to holidays observed by the Company, subject to a minimum entitlement of 2 weeks vacation and 10 paid holidays per year. Vacation may be taken at such times and intervals as you shall determine, subject to the business needs of the Company, and otherwise shall be subject to the policies of the Company, as in effect from time to time.

You understand that the Company will deduct from any payments it otherwise is to make to you pursuant to the terms of this letter agreement or otherwise any withholding taxes and other deductions required by law.

8. At Will Employment.

(a) Your employment with the Company is an “at-will” employment and may be terminated by either party at any time for any reason, with or without cause, without notice and without any further compensation.

(b) Except for any right you may have under applicable law to continue participation in the Company’s group health and dental plans under COBRA, or any successor law, benefits shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of your employment or the last day of the severance period, whichever occurs later.

SolidEnergy Systems Corporation

35 Cabot Road, Woburn, MA 01801

(c) Vesting of any restricted stock or stock options which the Company may have granted to you shall cease immediately upon any termination of your employment with the Company for any reason.

(d) Provisions of this letter agreement shall survive any termination if so provided in this letter agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, your obligations under the Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement which you will execute as a condition to your employment under this letter agreement.

9. Conditions to Employment. You agree that the following items are conditions to your employment with the Company:

(a) The Immigration Reform and Control Act of 1986 requires employers to verify the employment eligibility and identity of new employees by requiring such employees to complete an Employment Eligibility Form 1-9, which is enclosed. Please complete and return it and the appropriate required documents listed on the form. This offer of employment is contingent upon compliance with the Immigration Act of 1986.

(b) Your execution and delivery of the enclosed Employee’ s Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement.

This offer of employment will expire on June 3rd, 2016 unless accepted by you prior to such date.

We look forward to your service with the Company and are pleased that you will be working with us.


		Sincerely,

Agreed and Accepted by		SolidEnergy Systems Corp.

/s/ Yongkyu Son		/s/ Qichao Hu
Yongkyu Son		Qichao Hu
Date: 05-25-2016		President and CEO

Exhibit 10.9

LOGO

SES Holdings Pte. Ltd.

March 23, 2021

Joanne Ban Shiang Mei

Singapore

Re:

Employment as Chief Legal and Corporate Officer

Dear Joanne:

The terms in this letter supersede all prior agreements you have entered into with SES Holdings Pte. Ltd. (the “Company”) and its subsidiaries in relation to your employment.

From the date hereof, you will be employed on the following terms and conditions.

1. Position. You will serve as Chief Legal and Corporate Officer of the Company reporting directly to Qichao Hu, Chief Executive Officer. As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company.

2. Base Salary. As an employee of the Company, you will be paid a base salary at a rate of $275,000 (“Salary”). Such salary will be payable in accordance with the Company’s normal payment schedule for its employees. You will be an exempt employee under the Fair Labor Standards Act and related laws and as such will not be eligible for overtime pay.

3. Performance Bonus Compensation. During your employment, you may be considered annually for a performance bonus (the “Performance Bonus”). The Performance Bonus in any year, if any, will be determined by the Board of Directors of the Company (the “Board”) based on your performance and that of the Company, relative to milestones to be agreed upon between you and the Board, and otherwise in accordance with a general employee bonus program. The Performance Bonus compensation is expected to be up to 30% of your Base Salary, compensable via cash or equity, as determined by the Board.

4. Benefits; Vacation; Withholding. You will be entitled to health, insurance, pension, and other benefits provided to other executives of the Company of similar seniority on terms no less favorable than those available to such executives of the Company generally. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company retains the right to change, add or terminate any particular benefit.

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SES Holdings Pte. Ltd.

5. Allowance. The Company will pay you an additional $5000 per month as additional compensation subject appropriate deductions.

7. Confidentiality, Assignment of Intellectual Property and Noncompetition Agreement (“NDA Agreement”). Your execution and delivery if the enclosed NDA Agreement which will, save for existing rights of action, supersede the NDA Agreement which was entered into between you and the Company and/or its subsidiaries dated February 8, 2019.

8. At Will Employment. Your employment with the Company is an “at-will” employment and may be terminated by either party at any time for any reason, with or without cause. Paragraphs 10 and 11 shall govern if a termination of employment occurs.

9. Termination.

a. Events of Termination. Your employment with the Company shall terminate upon any of the following:

LOGO

SES Holdings Pte. Ltd.

(iii) your death;

(v) the effective date of a notice from you to the Company stating that you are terminating your employment with the Company for Good Reason (as defined below) (“Resignation for Good Reason”); or

b. Certain Definitions. For purposes of this Agreement:

(i) “Cause” shall mean any of the following: (a) you willfully engage in misconduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (b) conviction of, or entering a plea of nolo contendere or guilty to, a felony criminal offense, or any act of moral turpitude, in each case which could reasonably be expected to impact or interfere with your ability to perform your duties and responsibilities to the Company or to adversely or negatively affect the business, reputation, goodwill, community standing or other attributes of the Company; (c) you commit a material breach of any written agreement between you and the Company that causes harm to the Company, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; (d) you willfully refuse to implement or follow a directive by the CEO or Board, directly related to your duties, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company; or (e) you engage in material misfeasance or malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with your position, which breach is not cured within 30 days after receipt of written notice describing in detail such breach to you from the Company.

(ii) “Good Reason” shall mean any of the following: (a) a substantial diminution of or substantial detrimental change in your responsibilities, salary or benefits (other than a change in benefits generally applicable to all eligible employees); or (b) re-location by more than 50 miles of your principal office at Singapore; provided that none of these events shall constitute Good Reason unless you provide the Company with written notice that Good Reason has occurred and the Company fails to cure such event within 30 days after receipt from you of the written notice; provided further, that “Good Reason” shall cease to exist for an event on the 60^th day following the later of its occurrence or your knowledge thereof, unless you have given the Company written notice thereof prior to such date.

LOGO

SES Holdings Pte. Ltd.

10. Effect of Termination of Employment.

b. Termination without Cause or Resignation for Good Reason. In the event of your Termination without Cause or your Resignation for Good Reason, you will receive the Accrued Compensation. In addition, provided that, within 30 days following the termination of your employment, you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company on the Company’s form agreement (the “Release”) and satisfy all conditions to make the Release effective, you shall be entitled to (i) continued payment of your then-current Base Salary for a period of 9 months following the date of your termination in accordance with the Company’s standard payroll schedule; and (ii) provided you timely elect to continue health insurance coverage under COBRA (if applicable), reimbursement for the usual Company contribution for health insurance for 9 months following your termination of employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

LOGO

SES Holdings Pte. Ltd.

Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.

Sincerely,

SES Holdings Pte. Ltd.

/s/ Qichao Hu

Qichao Hu

CEO

LOGO

SES Holdings Pte. Ltd.

Agreed and Accepted by

/s/ Joanne Ban Shiang Mei

Joanne Ban Shiang Mei

Date: 3/24/21

Exhibit 10.10

LOGO

SolidEnergy Systems Corporation

35 Cabot Road, Woburn, MA 01801

July 1, 2018

Hong Gan

Re:

Employment as Director of R&D

Dear Hong:

Welcome to SolidEnergy!

I am pleased to confirm the terms on which you will be employed by SolidEnergy Systems Corp. (the “Company”).

Position. You will serve as Director of R&D of the Company reporting directly to Mackenzie King, Vice President of Product Development. Your duties initially will include, but not be limited to:

•

leading the electrolyte, anode and cathode research groups

•

developing a technology roadmap, incorporating both performance and safety attributes to enable near-term product development and innovation

•

drive results in fast paced environment through close teamwork with the Cell Engineering and Manufacturing Teams and our external vendors as required

As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company. Your office will be located at 35 Cabot Road, Woburn, MA 01801.

2. Starting Date. It is expected that your employment will begin on Monday, September 17, 2018 (the “Start Date”).

3. Base Salary. As an employee of the Company, you will be paid a salary at a rate of $230,000 per annum. Such salary will be payable in accordance with the Company’s normal payment schedule for its employees, which is monthly and on the last Friday of every month.

4. Performance Bonus Compensation. During your employment, you may be considered annually for a performance bonus. Performance bonus compensation in any year, if any, will be determined by the Board of Directors of the Company (the “Board”) based on your performance and that of the Company, relative to milestones to be agreed upon between you and your hiring manager, Mackenzie King, and otherwise in accordance with a general employee bonus program. The Performance Bonus cash compensation is expected to be up to 20% of your Base Salary at the end of your first year on September 4, 2019.

SolidEnergy Systems Corporation

35 Cabot Road, Woburn, MA 01801

5. Equity Compensation. At the next regular meeting of the Board following the Start Date, it is anticipated that you will be awarded a grant of options to purchase 100, 000 shares of the common stock of the Company (“Common Stock”) at a purchase price equal to the fair market value of the Common Stock, as determined by the Board, subject to the terms of the Company’ s standard form of incentive stock option agreement. You will receive such stock options only if you execute and deliver all stock option agreements, signature pages and other documents that the Company requests in connection with your grant and the foregoing grant will become effective only following such execution and delivery. The grant will be subject to vesting as follows: 25% of the shares shall vest on the fust anniversary of the grant, provided you are employed by the Company on that date, and the remainder shall vest pro ratably, on a monthly basis, over the following 36 months following the first anniversary of the grant, provided that you remain in the Company’ s employ at each such vesting date.

6. Benefits; Vacation; Withholding. You will be entitled to participate in health, insurance, pension, and other benefits provided to other executives of the Company of similar seniority on terms no less favorable than those available to such executives of the Company generally. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company retains the right to change, add or terminate any particular benefit.

If you are moving from outside of Massachusetts, you will be entitled to receive one-time relocation reimbursement of up to $50,000, if you relocate within the first 3 years of your employment. You may use up to $10,000 of relocation assistance mentioned above, for initial expenses within the first 3 years to include lodging.

You will also be entitled to get reimbursed on actuals up to $800 per month for your commuting costs to Woburn.

You will be entitled to earn vacation in accordance with the Company’ s policies from time to time in effect, in addition to holidays observed by the Company, subject to a minimum entitlement of 4 weeks vacation and 10 paid holidays per year. Vacation may be taken at such times and intervals as you shall determine, subject to the business needs of the Company, and otherwise shall be subject to the policies of the Company, as in effect from time to time.

SolidEnergy Systems Corporation

35 Cabot Road, Woburn, MA 01801

7. At-Will Employment.

(b) Except for any right you may have under applicable law to continue participation in the Company’ s group health and dental plans under COBRA, or any successor law, benefits shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of your employment or the last day of the severance period, whichever occurs later.

(c) Vesting of any restricted stock or stock options, which the Company may have granted to you, shall cease immediately upon any termination of your employment with the Company for any reason .

(d) Provisions of this letter agreement shall survive any termination if so provided in this letter agreement or if necessary or desirable to accomplish the purposes of other surviving provisions , including, without limitation , your obligations under the Confidentiality , Assignment of Intellectual Property and Noncompetition Agreement, which you will execute as a condition of your employment under this letter agreement.

8. Conditions to Employment. You agree that the following items are conditions to your employment with the Company:

(a) The Immigration Reform and Control Act of 1986 requires employers to verify the employment eligibility and identity of new employees by requiring such employees to complete an Employment Eligib ility Form I-9 This offer of employment is contingent upon compliance with the Immigration Act of 1986.

(b) Your execution and delivery of the enclosed Employee’ s Confidentiality, Assignment ofintellectual Property and Noncompetition Agreement.

(d) Successful license application or ce1iification for expo1i control purposes if appropriate

(e) You agree to keep the existence of this agreement, and the terms of this agreement, highly individual and confidential.

This offer of employment will expire on July 5, 2018, unless accepted by you prior to such date.

SolidEnergy Systems Corporation

35 Cabot Road, Woburn, MA 01801

We look forward to your service with the Company and are pleased that you will be working with us.


				Sincerely,

Agreed and Accepted by				SolidEnergy Systems Corp.

/s/ Hong Gan				/s/ Qichao Hu

Hong Gan				Qichao Hu

Date: July 4, 2018				President and CEO

Exhibit 10.15

Plant Lease Contract

Lessor: Meikolong (Shanghai) Shop Equipment Industry Co., Ltd.

Lessee 1: SES (Shanghai) Co., Ltd.

Lessee 2: Shanghai Jiading Industrial Zone Management Committee

August 2018

[seal: special seal for contract of Meikolong (Shanghai) Shop Equipment Industry Co., Ltd.]

[seal: SES (Shanghai) Co., Ltd.]

[seal: Shanghai Jiading Industrial Zone Management Committee]

[cross-page seal: SES (Shanghai) Co., Ltd.]

[cross-page seal: Meikolong (Shanghai) illegible]

[hw:] Q18-208

Plant Lease Contract

This Plant Lease Contract was jointly signed in Jiading District, Shanghai, China on August 28, 2018 by:

Lessor (“Party A”): Meikolong (Shanghai) Shop Equipment Industry Co., Ltd.

Lessee 1 (“Party B”): SES (Shanghai) Co., Ltd.

Lessee 2 (“Party C”): Shanghai Jiading Industrial Zone Management Committee

In this Contract, Party A, Party B and Party C are collectively referred to as the “Parties” and individually as a “Party”, while Party B and Party C are collectively referred to as the “Lessees”.

Whereas, Party B is a company related to new energy vehicles and automobile intelligence industry, one of the four key industries in Jiading District, which is in line with the industrial development orientation of Jiading District. The arrival of Party B will promote the development of the related industries in Jiading Industrial Zone, enhance the industrial level of Jiading Industrial Zone, and play a demonstration and driving role in the development of China’s new energy battery industry. Party B is willing to rent the plant of Party A located at No. 1688, Yecheng Road, Jiading District, Shanghai (the “Target Plant “), and Party C is willing to share the rent and provide other supporting services for Party B as a co-lessee. Therefore, this Contract is entered into by and among the parties through mutual agreement on the lease of the Target Plant.

1.	Plant lease

1.1

Location of Target Plant

The Target Plant is located in the north of No. 1688, Yecheng Road, Jiading District, Shanghai.

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1.2 Description of Target Plant

1.2.1 The plant that Party B, the actual user, intends to lease is on the first floor of the south half of Plant No.1 owned by Party A, which has a gross floor area of 12,155.99 square meters and is located in the north of No. 1688, Yecheng Road, Jiading District, Shanghai. (The real estate ownership certificate of the Plant No.1 is “Hu Fang Di Jia Zi (2008) No. 027417”. Please refer to Appendix 1 of this Contract for the real estate ownership certificate). According to the record of the real estate ownership certificate, the area of Plant No.1 is 12,155.99 square meters. The area leased by Party B is the first floor of the south half of Plant No.1 (the second floor near the south is not in the construction plan, and it is built by Party A for its own use), which is half of the whole plant, or 6,078 square meters. The basic information about the location of the plant leased by Party B is as follows:

The leasing area covered by the Target Plant shall reach the middle column of the large plant building in the north. The entire south door of the workshop should be used as an emergency exit only. The entrance and exit of the leased area is No. 1699 Fuhai Road (shared with Shanghai Jiading International Freight Company). The main road of the plant is a public channel. Party B shall ensure that the main road is safe and smooth, and shall not occupy or pile up items on the road and affect the use of others. Party A agrees that Party B may open another gate on Zhaoxian Road in the east, provided that Party B shall bear the specific application and approval procedures and construction costs, and Party A shall provide materials required by Party B. After the application for opening the gate is approved by the traffic authorities, Party A shall be responsible for clearing the goods and debris accumulated at the exit and entrance of Zhaoxian Road at the site and removing the corresponding barriers (excluding the drainage pump) for Party B’s construction, and Party C shall cooperate with Party B to complete the gate opening within the scope of planning permission (In addition, Party A agrees that after Party B completes the new gate opening, the two small doors around the southeast gate of the plant shall be closed, and Party B shall open another passage for the forklift truck in the south of the plant and in the west of the east elevator shaft for Party A). There is an embedded oil tank reserved by Party A for its own use on the north side of the southeast gate of the plant. Party B shall cooperate with Party A in the safety protection management of the area, and any open flame is strictly prohibited. Considering the Target Plant and the actual use area around it, the Parties agree that the leased area is 6,000 square meters. The area plan of the Target Plant is detailed in Appendix 2.

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1.2.2 Party A, as the sole owner of or the person with the right to lease the Target Plant, shall establish the lease relationship with Party B and Party C, and deliver sealed copies of written materials such as the certificate of title and power of attorney to Party B and Party C when signing this Contract, which shall be kept by Party B and Party C upon verification with the originals of Party A.

1.2.3 Party A shall ensure that Party B and Party C have exclusive right of use during the lease term, and that no third party will exercise or claim to exercise the right of possession, right of lease, right of use and all other rights affecting Party B’s lease and use of the Target Plant.

1.3 Lease purpose

1.3.1 Party B undertakes to use the Target Plant as the production and office premise of Party B. Party B or the project company invested by Party B shall obtain the business license and pass the environmental impact assessment for the Target Plant in accordance with the law, and ensure that the production and business activities are legal and in compliance with the environmental protection, fire protection and safety standards of Shanghai. When Party B applies for the relevant certificates, licenses or handle the account opening procedures, Party A shall actively provide assistance, including but not limited to providing relevant certification materials for Party B.

1.3.2 Without the prior written consent of Party A, Party B shall not change the lease purpose, or use the Target Plant for other activities beyond the business scope registered in its business license. If certain business is not within the business scope of Party B when it is conducted, but Party B promptly changes its business scope and is not punished by the authorities, Party B shall not be deemed to have breached this provision.

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1.3.3 Without the prior written consent of Party A, Party B and Party C shall not sublet or sublease part or all of the Target Plant, and shall not assign the rights and obligations under this Contract to any third party or exchange the Target Plant with the plant leased by others.

1.3.4 If Party B and Party C’s violation of Article 1.3 hereof results in punishment by relevant authorities or damage to the legitimate rights and interests of others, Party B and Party C shall bear the corresponding liabilities. If Party A suffers any loss as a result, Party A shall have the right to claim compensation from Party B and Party C and get indemnified with the deposit.

2. Structure, facilities and decoration of the plant

2.1 Structure of Target Plant

The structure and basic condition of the Target Plant are shown in Appendix 2, Floor Plan and Condition Sheet of the Plant.

2.2 Facilities of Target Plant

2.2.1 The Target Plant is equipped with corresponding auxiliary facilities, including:

(1) tap water joint

(2) drainpipe joint

(3) Fire pipes and fire hydrants around the plant

(4) Public toilet

2.2.2 Party B shall be responsible for the connection between the Target Plant and the above public facilities and supporting infrastructure facilities and the access of the relevant services at the expenses of Party B, while the operation related to the power expansion shall be carried out according to Article 2.3.6.

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2.2.3 Party B shall pay the water and electricity charges for the use of the plant, public facilities and supporting infrastructure facilities. (The water and electricity charges shall be collected by Party A from Party B and paid on its behalf according to the reading of the meter installed in Party B’s use area.)

2.2.4 Party A shall repair the roof of the Target Plant before delivery. The repair standard is to repair the holes in the roof with the original thermal insulation cotton (filling the roof with thermal insulation cotton from bottom to top and fixing it with steel wire), and lay Baosteel 0.6 hot zinc color steel belt. Party A shall conduct a rainstorm test for leakage at the time of delivery.

2.3 Decoration

2.3.1 The lessees shall be responsible for the internal decoration of the plant. If necessary for the production, the lessees can change and divide the plant without affecting the safety of the structure. The lessees shall first submit a written internal modification plan to Party A. The interior decoration and modification plan shall meet the requirements of safety, fire protection, environmental protection, sanitation and epidemic prevention and shall be implemented only with the written consent of Party A.

2.3.2 The lessees shall comply with the laws and regulations of the State and Shanghai concerning construction, fire prevention, environmental protection, health and epidemic prevention when carrying out the alteration, separation and decoration works. The production and domestic sewage of Party B shall be discharged into the sewage pipe and is strictly prohibited to be discharged into the rainwater pipe. Under any circumstance, if the lessees’ decoration and modification do not meet the requirements of fire protection and environmental protection or the relevant authorities impose rectification requirements, the lessees shall make rectification according to the requirements until the acceptance conditions of fire protection and environmental protection are met. Otherwise, Party A has the right to terminate the contract with the lessees without any liability. If the relevant authorities impose penalties on Party A because the lessees’ decoration, alteration or transformation results in hidden safety hazards of the plant or violation of laws and regulations, Party A shall have the right to request the lessees to compensate for the actual losses suffered by Party A.

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2.3.3 The expenses for alteration, separation, decoration and rectification shall be solely borne by the lessees, who shall also bear all the expenses and legal liabilities arising from the application for approval by the competent government department. During the lease term, the lessees shall bear all the responsibilities and expenses arising from any rectification required by the government for the decoration of the premises. If the lessees change the decoration of the plant during the lease term, they shall restore it to original condition when the plant is returned (except for the parts that Party A has agreed to retain in writing or the parts that have been approved by Party A during decoration and cannot be restored) . If the lessees need to open doors and windows on the plant facade, it can only be implemented with written consent of Party A.

2.3.4 Before the decoration, the lessees and the decoration service provider hired by the lessees shall sign the decoration management agreement with Party A and pay the decoration management deposit, which is RMB 50,000, to prevent the damage to Party A’s facilities and environment caused by the lessees and the decoration service provider hired by the lessees incidentally during the decoration process. If the lessees or the decoration service provider hired by the lessees damages Party A’s facilities and environment during the decoration, Party A has the right to deduct such losses from the decoration deposit. If the deposit for decoration is insufficient to cover Party A’s losses, the lessees responsible for decoration and decoration service provider they hire shall be liable for compensation.

2.3.5 During the lease term, Party B shall have the right to place its company nameplate and logo on the plant and at the entrance of the plant, provided that the placement scheme shall be subject to written consent of Party A before construction. Party B shall install and maintain such logos or advertisements at its own expense and shall purchase insurance. In case of any safety accident related to the logos or advertisements installed or placed by Party B, Party B shall bear all the civil liabilities. If Party A suffers any loss due to the installation and placement of the logos or advertisements, Party A shall have the right to demand Party B to compensate Party A for the actual loss.

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2.3.6 For the avoidance of doubt, the parties confirm that Party C shall be specifically responsible for and bear the relevant expenses for the first decoration after delivery. Party C shall carry out simple decoration of the Target Plant according to the production and office needs of Party B. The decoration plan shall be approved by Party B in advance, including: The east, west and south walls shall be sealed with national-standard, thermal-insulation, rock wool color steel plate, and the north wall shall be sealed with color steel plate and undergo fire protection treatment (it shall be able to withstand fire for 3 hours). All the windows (including window frames) should be replaced with energy-saving double-layer glass windows. The floor shall adopt epoxy floor (with ground self-leveling after decoration). The plant shall be equipped with (2000KVA) consumption power supply and 150KVA fire backup power supply (or other backup power meeting the fire protection requirements) and independent meters. With the consent of Party C, Party B may choose to construct an independent power distribution room and bear the relevant expenses. The initial decoration shall be completed within 2 months of the delivery of the Target Plant.

3. Delivery and acceptance

At the request of Party B and Party C, Party A shall deliver the plant and the related facilities hereunder to Party B and Party C for use on September 1, 2018 (the “Delivery Date”). On the Delivery Date, the parties shall jointly handle the handover procedures, and the lease term of the plant shall be counted from the Delivery Date. The procedural acceptance of the Target Plant by the lessees shall not release Party A from any liability for the inherent defects of the plant and the related facilities.

4. Lease term and renewal

4.1 Lease term

The lease term shall be 5 years, starting from September 1, 2018 and ending on August 31, 2023.

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4.2 Renewal

To renew this Contract and the lease term, Party B shall give a written notice to Party A at least 90 days prior to the expiration of the lease term. If Party A agrees to renew the lease and reaches agreement with Party B on the rent in the renewed lease term and other related matters, the parties shall sign the renewal contract. If the parties cannot reach agreement on renewal, this Contract shall be terminated upon the expiry of the lease term.

5. Rent, property management fee, deposit and payment method

5.1 Rent

To support the business development of Party B, Party C, Shanghai Jiading Industrial Zone Management Committee, shall pay the rent of the Target Plant for the first two years (i.e., from September 1, 2018 to August 31, 2020). From the third year of the lease term (i.e., from September 1, 2020), the rent of the Target Plant shall be paid by Party B. The rent for the third year shall be calculated based on the following standard: daily rent: RMB 1.697/square meter (tax exclusive), annual rent (tax exclusive): 6,000m² X RMB1.697/day X 365 days = RMB 3,716,430. During the remaining lease period, the annual rent shall be calculated at an annual increase rate of 3% based on the third year’s rent standard.

5.2 Property management fee

The property management fee for the Target Plant during the lease term shall be borne by Party B, SES (Shanghai) Co., Ltd. The property management fee is RMB 0.16/square meter/day (tax exclusive). The total daily property management fee shall be 6,000m² X RMB 0.16 = RMB 960.

The property management services shall include public greening management in the industrial park, public road cleaning and leakage repair of the plant, etc. The property management fee shall remain unchanged during the five-year lease term.

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5.3 Deposit

5.3.1 Party B shall pay a deposit of RMB One Million Seven Hundred and Fifty-Two Thousand only (¥1,752,000) to Party A within 20 days after the signing of this Contract and before the delivery of the Target Plant by Party A to Party B (The deposit can be paid by the parent company of Party B to the affiliated company of Party A in Hong Kong in US dollars. The bank and account number of the deposit are shown in Appendix 3). If Party B fails to pay the deposit in full as agreed, Party A has the right to terminate the contract or delay the delivery of the plant to Party B without any liability. If any breach of contract by the lessees causes losses to Party A, Party A has the right to deduct the amount payable by the lessees from the lease deposit or get compensated for the losses incurred thereby. If the deposit is insufficient to cover the actual losses of Party A, Party B shall pay the shortfall within 10 working days upon receipt of Party A’s written notice. For each overdue day, Party B shall pay liquidated damages to Party A at the rate of 0.5% of the deposit to be made up per day.

5.3.2 Party A shall issue a receipt to Party B after receiving the deposit. Upon the termination of the lease, if Party B does not have any outstanding rent, property management fee, water and electricity fee, and does not have any violation such as causing damage to the premises and failing to make compensation, the deposit shall be returned to Party B in full without interest within 10 working days after Party B returns the Target Plant and Party A accepts the plant after inspection and completes the relevant handover procedures. Party A shall assign special personnel to actively cooperate in the acceptance and handover, and shall complete the acceptance and handover no later than 15 working days after Party B returns the Target Plant.

5.4 Payment method

5.4.1 The rent shall be paid by the principle of paying before leasing. The rent for the first two years shall be paid by Party C annually, that is, twelve months is a rent payment period. Party C shall pay the rent for the first twelve-month period on the date of delivery, and the rent for the second year shall be paid before August 25, 2019. From the third year onwards, the rent shall be paid by Party B semi-annually, that is, six months is a rent payment period, to Party A five days before the beginning of each rent payment period.

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5.4.2 The property management fee shall be paid on the principle of paying before using. Party B shall pay the property management fee semi-annually, that is, six months is a payment period. The property management fee for the first six-month period shall be paid by Party B before the end of October 2018. The subsequent property management fees shall be paid to Party A five days before the beginning of each payment period.

5.4.3 If the Lessee fails to pay the rent and other amounts in accordance with sections 5.1, 5.2 and 5.3, the Lessee shall pay Party A, in addition to the actual usage fee calculated based on the rent (plant rent + plant property management fee), a penalty of 0.5% of the payment due for each day delayed, and Party A shall have the right to deduct the penalty from the deposit. The rent and deposit that the Lessee pays to Party A under the Contract shall be settled in RMB by bank transfer. Party A’s bank account number is shown in Annex 3.

5.4.4 Water and electricity charges (water charges include sewage charges) shall be paid by the principle of using before paying and be settled monthly according to government pricing. Party B shall transfer water and electricity charges to Party A’s designated bank account monthly within five (5) working days after receiving the payment notice issued by Party A. If Party B fails to pay the water and electricity charges in accordance with the Contract, it shall pay a penalty of 0.5% of the water and electricity charges payable per day of delay to Party A in addition to the water and electricity charges. Party A shall have the right to deduct the penalty from the deposit.

5.4.5 The parties agree that the Lessee’s rent, property management fee and deposit hereunder are exclusive of tax and that water and electricity charges are inclusive of tax (the sewage charges are exclusive of tax). In case any adjustment in national laws, regulations and rules and related tax regulation documents or any change in Party A’s tax calculation method results in a change in the VAT rate and thus an increase in the tax payable, the rent, property management fee, water and electricity charges and other expenses that the Lessee shall pay Party A shall remain unchanged except that the increase in the VAT and other taxes payable due to the change in the national tax rate shall be borne by the Lessee.

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5.4.6 Within 5 days after receiving the payments of rent, property management fee, water and electricity charges and other amounts, Party A shall issue the official rent/property management fee/water and electricity charges invoice recognized by the tax authorities to Party B.

6. Maintenance and internal hygiene of Target Plant

6.1 Maintenance

6.1.1 During the lease, Party A shall carry out daily maintenance of the plant as per the status at delivery and bear relevant expenses. Party B shall be responsible for the maintenance of the internal facilities and ancillary facilities of the plant and the changes and decoration it carries out in accordance with section 2.3, and shall keep the plant in good condition. If the rainwater pipes and sewers of the plant are blocked due to Party B’s reasons, Party B shall be responsible for dredging.

6.1.2 If the entire or part of the plant is damaged not due to Party B’s fault and the plant fails meet the leasing purpose as stipulated in the Contract, Party A shall repair and restore the Target Plant to the condition that can be used by Party B within 15 working days after receiving Party B’s notice. If Party A is unable to repair within the above-mentioned period, Party B shall have the right to repair by itself or designate others to repair provided that the repair plan shall be approved in writing by Party A in advance, and the expenses incurred thereby shall be borne by Party A. Party A shall make a clear reply of denial or consent on the repair plan submitted by Party B within three (3) working days, and Party A shall not refuse Party B’s repair plan without just cause. Or Party B may repair by itself or designate others to repair, and the expenses incurred thereby shall be paid by Party A in accordance with third-party contracts, related payment bills, bank payment bills, etc., or be deducted by Party B from the payables to Party A.

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6.1.3 The renovation and decoration of the plant by the Lessee shall not be subject to the section 6.1.2.

6.1.4 If for reasons not attributable to Party A (including but not limited to weather, Party B’s fault, duration, etc.), Party A is unable to complete the repair work within 15 working days, section 6.1.2 shall not apply. In case of special emergency maintenance items, Party A shall repair within 24 hours; otherwise, Party B has the right to repair by itself or designate others to repair, and the expenses incurred thereby shall be borne by Party A in accordance with third-party contracts or bills or may be deducted by Party B from the payables to Party A (except water and electricity repairs in the plant and damages caused by Party B).

6.2 Fire safety and hygiene of leased areas

6.2.1 During the lease, Party B shall strictly abide by the Fire Protection Regulations of the People’s Republic of China, Shanghai Fire Protection Regulations and other laws, regulations and rules, actively cooperate with Party A in fire protection, and shall not use firefighting facilities for other purposes. Otherwise, all resulting economic and legal liabilities shall be borne by Party B.

6.2.2 Party B shall be fully responsible for the fire safety in the leased property in accordance with relevant regulations of the fire department. If necessary, Party A has the right to inspect and supervise Party B’s fire protection, and Party B shall cooperate in a timely manner.

6.2.3 Party B shall pay attention to safety when using the leased property. Party B shall not place flammable, explosive, toxic and other dangerous substances in the plant. If Party B fails to comply with the regulations and operates in violation of regulations, causing an accident, the resulting damages and legal liabilities shall be solely borne or compensated for by Party B.

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6.2.4 Party B shall be responsible for the environmental sanitation, cleanliness, garbage collection and transportation, septic tank desilting, and others inside and outside the leased areas of the plant. Party A has the right to urge and assist Party B to make every effort in fire protection, safety and hygiene, etc.

7. Confidentiality

Each party shall be obliged to keep confidential and proprietary business and technical information it obtains from the other party. During the term and after the expiration of the Contract, except for the purpose of correctly and legally exercising the rights under the Contract, neither party shall disclose any business or technical information of the other party to any third party, or use business or technical information about the other party for any other purpose.

8. Force majeure

If a party is unable to perform any of its obligations under the Contract due to any event beyond its control, such as wars, serious fires, floods, typhoons, earthquakes or other force majeure events, the performance period of the party that is unable to perform such obligations hereunder will be extended for the time equal to the duration of the event. The party unable to perform its obligations shall notify the other party via phone, email or fax as soon as possible after the occurrence of the force majeure event, and shall provide the other party via registered mail with the certificate confirming the occurrence of the event issued by competent authorities. If the force majeure event continues for more than 60 days, the other party will have the right to terminate the Contract at any time subject to a written notice given 15 working days in advance. In the event of force majeure, the parties shall work together and actively cooperate to minimize losses.

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9. Contract Termination and Cancellation

9.1 Contract Termination

9.1.1 In the event that the lease term expires and Party B does not renew the lease, this contract shall be automatically terminated.

9.1.2 In the event that the lease term expires and Party B does not renew the lease, Party B shall return the factory building intact (except for normal wear and tear) to Party A on the termination date of this contract and guarantee that the factory building is in an intact and leasable state and has been inspected and accepted by Party A. At the same time, Party B shall also complete the cancellation or change of address procedures for industry and commerce of the business license with the factory building as the registration address. Prior to handing over the factory building, Party B shall provide Party A with a list of the decorations of the factory building to be removed as well as the furniture and equipment to be left in the factory building by Party B. Party A and Party B shall negotiate and decide together whether to eventually remove or retain aforementioned facilities. In the event that Party B fails to hand over the factory building or complete the cancellation or change of address procedures for industry and commerce of the business license by the aforementioned deadline, for each day overdue, Party B shall pay Party A for a usage fee for the overdue hand-over and occupation of the factory building, equivalent to twice the rent and the property management fee at that time. At the same time, Party B shall also bear all other costs incurred during the occupation of the factory building; in the event that it causes other losses of Party A, Party B shall also bear indemnification liabilities. Party B shall have the right to deduct the breach penalties from the security deposit paid by Party B.

9.1.3 In the event that Party B fails to hand over the factory building to Party A on the lease expiration date or the early termination date of this contract or it fails to remove the decorations and facilities in the factory according to the list outlined in 9.1.2, after seven days from the lease expiration date or the early termination date of this contract, Party A shall have the right to consider that Party B has abandoned the ownership of all moveable properties and immovable properties in the factory building, including

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decorations, furniture, and goods, and Party A shall have the right to open and replace the door locks of the factory building, remove the items in the factory building, including but not limited to furniture, equipment, devices, and other additions, from the factory building, and empty and recover the factory building. Party A shall bear no liability for damages incurred thereby and losses of Party B. Regarding the items left in the factory building by Party B, Party A shall have the right to collect storage fees for these items from Party B and shall have the right to sell, transfer, abandon, or dispose of these items by any means deemed appropriate by Party A and use the proceeds from the disposal (if any) to offset any amount owed by Party B to Party A and indemnify Party A for losses incurred and to be incurred for the reasons stipulated in this paragraph. However, under no circumstance shall Party A be obligated to pay or indemnify Party B for these items.

9.2 Contract Cancellation

9.2.1 In the event that during the lease term either party decides to cancel the contract before the expiration of the lease term, it shall notify the other party in writing at least 12 months in advance or pay for an amount equivalent to 12 months’ rent in lieu of the notice. In the event that Party A chooses to pay for the amount in lieu of the notice 12 months in advance in accordance with Article 9.2.1, it shall return the security deposit and the rent collected for the period, in which Party B has not actually used the factory building. In the event that Party B chooses to pay for the amount in lieu of the notice 12 months in advance in accordance with Article 9.2.1, it may choose to use the security deposit and the rent collected for the period, in which Party B has not actually used the factory building, to offset the payment in lieu of the notice. The cancellation as agreed in this paragraph shall not be considered to exempt Party B from its obligations to restore the factory building to its original state.

9.2.2 In the event that Party B proposes the early cancellation of the contract for its own reasons, Party A shall bear no liability for compensating or indemnifying Party B for any decoration value; in the event that Party B fails to perform its obligations as agreed in 9.2.1 and 9.2.2 of this contract, Party A shall have the right to use the security deposit and/or decorations of Party B to offset the rent, payment in lieu of the notice, breach penalties, or other losses; Party A shall also have the right to place a lien on the equipment and other assets of Party B in the leased factory building.

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9.2.3 All parties have agreed that under one of the following circumstances, this contract shall be terminated, and none of the parties shall bear any liability:

(1) The right to use the land occupied by the factory building is revoked early in accordance with laws;

(2) The factory building is expropriated in accordance with laws due to public interest or urban construction requirements;

(3) The factory building is lost or severely damaged due to no fault of either party to this contract and as a result is rendered unusable and cannot be repaired within 90 days.

Under the aforementioned circumstances, Party B shall have the right to receive the indemnifications that it should receive to add decorations, modifications, and facilities, compensations for business suspension and production suspension, and costs for relocation and resettlement; the specific amount shall be subject to the amount determined by the demolition and relocation assessment report issued by the government and the demolition and relocation agreement or the amount negotiated and determined by all parties and the government.

9.2.4 Under one of the following circumstances, either party shall have the right to unilaterally cancel this contract via a written notice, unless otherwise agreed in this contract:

(1) One party materially breaches any provision of this contract and fails to remedy such breach within 30 days upon receipt of the notice from the other party;

(2) One party enters bankruptcy, settlement, dissolution, and other similar procedures.

9.2.5 In case of one of the following circumstances of Party B, Party A shall have the right to unilaterally cancel the contract and require Party B to bear breach liabilities:

(1) Party B is 30 days overdue to pay rent or property management fees;

(2) Party B is 30 days overdue to pay water or electricity bills;

(3) Party B is 30 days overdue to pay the security deposit in full;

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(4) Without written approval of Party A, Party B transfers or sublease a portion or the entirety of the lease object to a third party;

(5) Without written approval of Party A, Party B modifies or damages the main structure of the factory building;

(6) Party B fails to use the factory building according to the purpose agreed in Article 1.3 of this contract;

(7) Party B engages in illegal and criminal activities;

(8) Party B is liquidated or goes bankrupt;

(9) Party B encounters a large-scale strike, which causes actual losses to Party A.

9.2.6 In case of one of the following circumstances of Party A, Party B shall have the right to unilaterally cancel the contract and require Party A to bear breach liabilities:

(1) Party A provides false statements or conceals the truth when signing this contract or fails to truthfully disclose potential ownership defects of the factory building to Party B, which may have impact on the signing of this contract by Party B.

(2) During the lease term, the factory area is entirely seized due to reasons attributable to Party A, and Party A fails to properly resolve such issue within a reasonable period upon notice from Party B.

(3) In the event that it fails to pass the environmental assessment conducted by the government by August 31, 2019 or even though Party B carries out the design and construction in accordance with firefighting requirements, it still fails to pass the firefighting acceptance inspection by the end of January 2019, and as a result the purpose of the contract for Party B to lease the subject factory building cannot be achieved and eventually Party B is forced to cease leasing the subject factory building from Party A, Article 9 and Article 10 of this contract shall be inapplicable. Party A shall deduct and retain all the rent, property management fees, and security deposit of the lease already paid by the lessee; this contract shall be terminated thereafter, and none of the parties shall bear liabilities.

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10. Breach of Liabilities

10.1 During the lease term, in the event that Party A fails to perform repair and maintenance responsibilities agreed in this contract on time and as a result the factory building is destroyed or lost, which causes property damage or personal injuries of Party B and/or a third party, Party A shall bear indemnification liabilities.

10.2 In case of breach of this contract due to faults of Party B, which results in the exercise of the right to cancel this contract unilaterally by Party A, Party A may not return all the rent and lease security deposit already paid by the lessee prior to the cancellation of this contract, and at the same time shall require Party B to pay for a breach penalty equivalent to 12 months’ rent (the rent for the factory building + property management fees for the factory building); moreover, Party A shall bear no indemnification liability for any decoration value of Party B. At the same time, Party A shall retain the right to claim for losses incurred by Party A against Party B due to the breach of contract by Party B prior to the cancellation of this contract in accordance with other provisions of this contract and/or laws and regulations.

10.3 In case of breach of this contract due to faults of Party A, which results in the exercise of the right to cancel this contract unilaterally by Party B, all the rent already paid by the lessee for the period, in which the lease has not actually used the factory building, prior to the cancellation of this contract by Party B as well as the lease security deposit shall be returned, and at the same time Party B shall require Party A to pay for a breach penalty equivalent to 12 months’ rent (the rent for the factory building + property management fees for the factory building). At the same time, Party B shall retain the right to claim for losses incurred by Party B against Party A due to the breach of contract by Party A prior to the cancellation of this contract in accordance with other provisions of this contract and/or laws and regulations.

10.4 In the event that the lessee renovates the property or add auxiliary facilities without written approval of Party A or exceeding the scope and requirements of the written approval of Party A, Party A may require the lessee to restore the property to its original state and the indemnification for losses.

10.5 Unless otherwise agreed in this contract, in the event that one party fails to perform any or a portion of the obligation under this contract, it shall bear the actual loss incurred thereby to the other party. In the event that the breach is caused by faults attributable to both parties, each party shall bear liabilities according to the degree of its respective fault.

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11. Miscellaneous Provisions

11.1 Party B shall repair, maintain, update, replace, and clean equipment and facilities installed by Party B in the factory building at its own expense during the lease term, and Party B shall bear all costs incurred thereby.

11.2 Party B shall complete on its own the application and approval procedures for the operation, design, and renovation involving planning, environmental protection, health, water, electricity, gas, communication, and firefighting as stipulated by the State, and Party B shall bear relevant costs incurred by the approval. In the event that Party B has to modify the firefighting facilities of Party A, written approval of Party A shall be acquired, and Party B shall bear the costs incurred thereby.

11.3 Business practices of Party B may not damage relationships with neighbors; in the event that its business practices violate laws, ordinances, or relevant regulations of regulatory authorities of the government or jeopardize Party A and a third party, Party A shall have the right to order Party B to make rectification, repair, or cease operation, and Party B shall bear the losses incurred thereby (including penalties imposed by government authorities for the practices of Party B). In the event that Party B fails to make rectification or repair within a reasonable period designated by Party A, Party A shall have the right to make rectification or repair on its behalf; however, Party B shall bear all costs for the rectification or repair.

11.4 During the performance of the contract, Party B shall bear on its own the debts owed to a third party incurred during its business activities as well as other civil liabilities. In the event that Party A incurs financial losses thereby, Party B shall bear indemnification liabilities.

11.5 All notices or communications sent between the parties to this contract shall be sent in writing according to the correspondence addresses or fax numbers as agreed in the Appendix 4 to the contract. In the event that the contact method of one party changes, it shall send a written notice to the other party as soon as possible, and provide the new contact method in the notice.

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11.6 Regarding any notice or communication, if delivered directly, it shall be considered that it is received at the time of delivery; in case of fax, it shall be considered that it is received once it is sent; however, there shall be a subsequent written confirmation by the recipient; in case of domestic or international express mail, it shall be considered that it is received on the third day it is mailed; in case of registered mail, it shall be considered that it is received after the fifth day it is mailed.

11.7 Once Party B takes over the property, any notice to Party B shall be considered with absolute certainty to have been received by Party B if it is clearly addressed Party B as the recipient and is delivered to the property, and it shall be considered that Party B receives it on the next business day.

12. Other Special Agreement

During the lease term, in the event that the makeshift house and the shed to the east of the factory building are demolished by the government, Party B shall cooperate unconditionally and shall have no right to receive any indemnification.

13. Governing Law and Dispute Resolution

This contract shall be governed and interpreted by the laws of the People’s Republic of China. In case of disputes arising from or related to the contract, both parties shall negotiate to resolve the disputes. In the event that negotiation is unsuccessful, a lawsuit may be filed at a people’s court at the location of the lease property. The losing party of the case shall bear all costs incurred by the litigation, including but not limited to reasonable attorney fees, litigation costs, evidence preservation fees, transportation costs, and accommodation costs.

14. Contract Effectiveness and Commitment

14.1 Any revision or amendment to this contract and its appendices shall only become effective once a written agreement is concluded by three parties and is signed or affixed contract special seals by legal representatives or authorized representatives.

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14.2 Any appendix to this contract shall be an inseparable part of this contract and shall be equally legally binding as this contract. In case of inconsistency or conflict between this contract and relevant content of an appendix or attachment to this contract, the agreement in the appendix or attachment shall prevail.

14.3 In the event that certain provisions of this contract are invalid, the effectiveness of other provisions may not be impacted. Both parties shall negotiate and determined a new provision, which is allowed by laws of China and is closest to the original purpose of the corresponding provision. Matters that are not addressed in this contract shall be negotiated and decided by both parties in accordance with relevant stipulations of the laws of the People’s Republic of China.

14.4 Party B shall have the right to set up a new subsidiary or affiliate and use the subject factory building as the registered address of its subsidiary or affiliate; under such circumstance, the subsidiary or affiliate shall be automatically added to this contract as an affiliated party of Party B, and shall jointly bear the original rights and obligations of Party B under this contract with Party B. Party A shall cooperate with Party B to complete the registration of the subsidiary or Party B may subsequently change the registered address to the address of the subject factory building on its own, including but not limited to a simple version of the lease contract signed separately by Party A and its subsidiary for the purpose of completing the registration for industry and commerce.

15. Sales and Mortgage

15.1 Party A has hereby notified Party B and Party C that a mortgage is set up for the subject property. However, Party A has committed that during the lease term, in the event that the mortgage is realized under any circumstance and as a result Party B cannot continue to lease the subject factory building according to the same conditions agreed in this contract, Party B shall have the right to claim breach liabilities against Party A according to the same conditions outlined in Article 9.2.1 of this contract.

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15.2 All parties have hereby expressly agreed: during the lease term, Party A shall have the right to sell or mortgage the subject factory building with complete independence, and shall have the right to sell the subject factory building to a third party or dispose of the subject factory building at a discounted price or as a sell-off or by any other means based on the negotiation with the mortgagee with complete independence; Party B and Party C have hereby expressly committed that: Party B and Party C shall irrevocably and unconditionally give up any right of first refusal that they acquire, regarding the subject factory building sold, mortgaged, or disposed of by any other means by Party A according to the aforementioned stipulation. However, before the sale or mortgage, Party A shall notify Party B and Party C in writing at least one month in advance.

16. Miscellaneous

16.1 The original of this contract shall be made in one set of six copies. The three parties shall each retain two copies.

16.2 This contract shall become effective once the legal representatives or legal representatives of the three parties sign and affix seals.

Party A (Seal): Meikolong (Shanghai) Shop Equipment Industry Co., Ltd.

[seal:] Meikolong (Shanghai) Shop Equipment Industry Co., Ltd. Contract Special Seal

Representative: [signature] Date: [hw:] 08/28/2018

Party B (Seal): SolidEnergy Systems (Shanghai) Co., Ltd.

[seal:] SolidEnergy Systems (Shanghai) Co., Ltd.

Representative: [signature] Date: [hw:] 10/08/2018

Party C (Seal): Shanghai Jiading Industrial Zone Management Committee

[seal:] Shanghai Jiading Industrial Zone Management Committee

Representative: [signature] Date:

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Shanghai Certificate of Real Estate Ownership				In accordance with the Law of Land Administration of the People’s Republic of China, the Law of Real Estate Administration of the People’s Republic of China, Shanghai Regulations for Real Estate Registration and other relevant laws and regulations, to protect the legitimate rights and interests of the owner of land-use rights and the house owner, registration is hereby granted and this certificate is given to such owner for the land, house and other appurtenances listed in this his/her registration application after due examination and verification. This certificate is the proof of the ownership rights to the real estate on State-owned land lot. Shanghai Housing and Land Resources Administration Bureau [seal:] Shanghai Housing and Land Resources Administration Bureau
Hu Fang Di Jia Zi (2008) No. 027417

Registration Date: December 18, 2008

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Owner Mei Ko Long (Shanghai) Shop Equipment Industry Co., Ltd. House and land location No. 1688, Yecheng Road, Jiading District Land status Source of use rights Assignment Usage Industry Land parcel number Parcel 3/3, Neighborhood 119, Jiading Industrial Zone, Jiading District Land parcel area 61,198.0 Tenure of use Total area 61,198.0 Where Solely used area 61,198.0 Apportioned area House status Building number See registration information for details Room number or location See registration information for details Construction area 33,602.89 Type See registration information for details Usage See registration information for details Number of floors See registration information for details Date of completion See registration information for details Filling Authority: Real Estate Registration Office of Jiading District, Shanghai [seal:] Real Estate Registration Office of Jiading District, Shanghai Unit of area: square meter


Appendix 1		Shanghai Real Estate Registration Information

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Appendix 1 Shanghai Real Estate Registration Information Ownership information Owner: Mei Ko Long (Shanghai) Shop Equipment Industry Co., Ltd. Co-owner and co-ownership status: House location: No. 1688, Yecheng Road, Jiading District Acceptance date: December 12, 2008 Approval date: December 18, 2008 Cancellation date: Ownership certificate or proof number: Jia 2008027417 Remarks: Where, for the land area of 20,030 m2, the tenure of use is from November 5, 2002 to November 4, 2052; for the land area of 17,811 m2, the tenure of use is from September 26, 2001 to September 25, 2051; for the land area of 23,357 m2, the tenure of use is from June 20, 2000 to June 19, 2050. Building number Location Construction area Underground construction area Number of floors House type House structure Source of ownership Completion date No. 1688 – Building 1 Whole building 12,155.99 0.00 1 Factory Steel reinforced concrete Newly-built 2005 No. 1688 – Building 2 Whole building 5,733.14 0.00 1 Factory Steel reinforced concrete Newly-built 2005 No. 1688 – Building 3 Whole building 15,188.45 0.00 2 Factory Steel reinforced concrete Newly-built 2006 No. 1688 – Building 5 Whole building 525.31 0.00 2 Factory Steel reinforced concrete Newly-built 2008 Notes: On July 6, 2009, the mortgage of the whole building of No. 1688 – Building 1 is deregistered (200925606916) On July 6, 2009, the mortgage of the whole building of No. 1688 – Building 2 is deregistered (200925606916) Land status Land parcel number: Parcel 3/3, Neighborhood 119, Jiading Industrial Zone, Jiading District Tenure of use: Source of use rights: Assignment Planned usage: Industry Shared area: 61,198 Total area: 61,198 Information on other rights: Type of right: Certificated mortgage Amount of creditor’s rights: 0 yuan House location: No. 1688, Yecheng Road, Jiading District Ownership certificate or proof number: Jia 200813021927 Owner of other rights: Shanghai Jiading Sub-branch of Bank of Communications Co., Ltd. Setting date: Ending date: Acceptance date: December 12, 2008 Approval date: December 18, 2008 Cancellation date: July 6, 2009 Cancellation certificate number: 200925606916 Cancellation reason: Remarks: The land area is 61,198 m2. The maximum limit of creditor’s rights is 38,500,000 yuan. The generation period of creditor’s rights is from June 16, 2006 to June 15, 2009. Building number Location Construction area Underground construction area Number of floors House type House structure Source of ownership Completion date No. 1688 Whole building 0.00 0.00 1 Factory Steel reinforced concrete Buying and selling 2005 [seal:] Special Seal for Inquiry of Real Estate Registration Information of Jiading District [handwritten:] March 15, 2017

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Land Parcel Map District (county): Jiading District Neighborhood: Jiading Industrial Zone Neighborhood number: Neighborhood 119 Land parcel number: 3/3 [handwritten:] Leased area of SES Mei Ko Long (Shanghai) Shop Equipment Industry Co., Ltd. Mei Ko Long (Shanghai) Shop Equipment Industry Co., Ltd. Shanghai Housing and Land Resources Administration Bureau December 11, 2008

Appendix 2

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Appendix 2 Map of Factory Area Leased from Mei Ko Long

Appendix 2

Map of the Current Status of the Delivered Factory

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Appendix 2 Map of the Current Status of the Delivered Factory

Exhibit 10.16

Plant Lease Contract

Lessor: Meikolong (Shanghai) Shop Equipment Industry Co., Ltd.

Lessee: SES (Shanghai) New Energy Technology Co., Ltd.

September 2021

[hw:] Q21-235

Plant Lease Contract

This Plant Lease Contract was jointly signed in Jiading District, Shanghai, China on August 28, 2021 by:

Lessor (“Party A”): Meikolong (Shanghai) Shop Equipment Industry Co., Ltd.

Lessee (“Party B”): SES (Shanghai) New Energy Technology Co., Ltd.

Whereas Party A and Party B (former name: SES (Shanghai) Co., Ltd.) entered into a Plant Lease Contract (hereinafter referred to as the “Original Contract”) with Shanghai Jiading Industrial Zone Management Committee in August 2018, stipulating that Party B shall lease the first floor of the south half, which covers an area of 6,000 m², of Party A’s Plant No.1, which has a building area of 12,155.99 m², located in the north of No. 1688, Yecheng Road, Jiading District, Shanghai from September 1, 2018. Now Party B is willing to lease the other north half of the plant, which covers an area of 6,078 m² (hereinafter referred to as the “Target Plant”), and the sites located in the north and east of the Plant No.1 with an area of about 2,000 m². Now the parties have agreed on the renewal of the Original Contract upon expiration and on the lease of the Target Plant and the sites, and signed this Contract.

1. Plant lease

1.1 Location of Target Plant

The Target Plant is located in the north of No. 1688, Yecheng Road, Jiading District, Shanghai.

1.2 Special explanations on renewal of leased plant area of Original Contract

The lease of the plant area under the Original Contract, or the area of 6,000 m² which is the first floor of the south half of the 12,155.99 m²Plant No.1, will expire on August 31, 2023. Now Party A and Party B decide to renew the lease upon expiration by three (3) years, i.e. from September 1, 2023 to August 31, 2026. For the purpose of the renewal, the description of Target Plant, structure and facilities of the plant, rent, property management fee, and deposit shall be governed by the Original Contract, and the other matters shall be governed by this Contract.

1.3 Description of the additional leased Target Plant and sites

1.3.1 The real estate leased by Party B is the north half of the Plant No.1 with a building area of 12,155.99 m² owned by Party A (the area is recorded in the Certificate of House Ownership (Hu Fang Di Jia Zi (2008) No. 027417), as detailed in Appendix 1 attached hereto) located at No. 1688, Yecheng Road, Jiading District, Shanghai, and the sites with an area of about 2,000 m² located in the north and east of the plant.

With an area of 6,078 m², the north half of the Plant No.1 extends to the middle column of the plant in the south and includes the power distribution room in the east of the plant. The gate and the guard room on Fuhai Road in the north of the plant shall be exclusively used and managed by Party B. Party B shall return the right to use the gate at 1581 Zhaoxian Road in the east of Party A’s plant before November 30, 2021 and remove the brand logo. The main road of the plant is a public channel. Party B shall ensure that the main road is safe and smooth, and shall not occupy or pile up items on the road and affect the use of others.. The floor plan of the leased plant and site areas is detailed in Appendix 2. Party B confirms that it has measured the area of the leased areas before signing the Contract and has no objection.

1.3.2 Party A, as the sole owner of or the person with the right to lease the Target Plant, shall establish the lease relationship with Party B, and deliver sealed copies of written materials such as the certificate of title and power of attorney to Party B when signing this Contract, which shall be kept by Party B after verification with the originals of Party A.

1.3.3 Party A shall ensure that it has the full right to use the Target Plant and there is no seizure or mortgage, that Party B has exclusive right of use during the lease term, and that no third party will exercise or claim to exercise the right of possession, right of lease, right of use and all other rights affecting Party B’s lease and use of the Target Plant.

1.4 Lease purpose

1.4.1 Party B undertakes to use the Target Plant as the production and office premise of Party B. Party B or the project company invested by Party B shall obtain the business license and pass the environmental impact assessment for the Target Plant in accordance with the law, and ensure that the production and business activities are legal and in compliance with the environmental protection, fire protection and safety standards of Shanghai. When Party B applies for the relevant certificates, licenses or handle the account opening procedures, Party A shall actively provide assistance, including but not limited to providing relevant certification materials for Party B.

1.4.2 Without the prior written consent of Party A, Party B shall not change the lease purpose, or use the Target Plant for other activities beyond the business scope registered in its business license. If certain business is not within the business scope of Party B when it is conducted, but Party B promptly changes its business scope and is not punished by the authorities, Party B shall not be deemed to have breached this provision.

1.4.3 Without the prior written consent of Party A, Party B shall not sublet or sublease part or all of the Target Plant, and shall not assign the rights and obligations under this Contract to any third party or exchange the Target Plant with the plant leased by others.

1.4.4 If Party B’s violation of Article 1.4 hereof results in punishment by relevant authorities or damage to the legitimate rights and interests of others, Party B shall bear the corresponding liabilities. If Party A suffers any loss as a result, Party A shall have the right to claim compensation from Party B and get indemnified with the deposit.

2. Structure, facilities and decoration of the plant

2.1 Structure of Target Plant

The structure and basic condition of the Target Plant are shown in Appendix 2, Floor Plan and Condition Sheet of the Plant.

2.2 Facilities of Target Plant

2.2.1 The Target Plant is equipped with corresponding auxiliary facilities, including:

(1) tap water joint

(2) drainpipe joint

(3) 500KV high voltage connection

(4) Fire pipes and fire hydrants around the plant

(5) Public toilet

2.2.4 Party A shall inspect the roof of the Target Plant before delivery. Party A shall conduct a rainstorm test for leakage together with Party B at the time of delivery.

2.3 Decoration

2.3.1 Party B shall be responsible for the internal decoration of the plant. If necessary for the production, Party B can change and divide the plant without affecting the safety of the structure. Party B shall first submit a written internal modification plan to Party A. The interior decoration and modification plan shall meet the requirements of safety, fire protection, environmental protection, sanitation and epidemic prevention and shall be implemented only with the written consent of Party A.

2.3.2 Party B shall comply with the laws and regulations of the State and Shanghai concerning construction, fire prevention, environmental protection, health and epidemic prevention when carrying out the alteration, separation and decoration works. The production and domestic sewage of Party B shall be discharged into the sewage pipe and is strictly prohibited to be discharged into the rainwater pipe. Under any circumstance, if Party B’s decoration and modification do not meet the requirements of fire protection and environmental protection or the relevant authorities impose rectification requirements, Party B shall make rectification according to the requirements until the acceptance conditions of fire protection and environmental protection are met. Otherwise, Party A has the right to terminate the contract with Party B without any liability. If the relevant authorities impose penalties on Party A because Party B’s decoration, alteration or transformation results in hidden safety hazards of the plant or violation of laws and regulations, Party A shall have the right to request Party B to compensate for the actual losses suffered by Party A.

2.3.3 The expenses for alteration, separation, decoration and rectification shall be solely borne by Party B, who shall also bear all the expenses and legal liabilities arising from the application for approval by the competent government department. During the lease term, Party B shall bear all the responsibilities and expenses arising from any rectification required by the government for the decoration of the premises. If Party B changes the decoration of the plant during the lease term, Party B shall restore it to original condition when the plant is returned (except for the parts that Party A has agreed to retain in writing or the parts that have been approved by Party A during decoration and cannot be restored) . If Party B needs to open doors and windows on the plant facade, it can only be implemented with written consent of Party A.

2.3.4 Before the decoration, Party B and the decoration service provider hired by Party B shall sign the decoration management agreement with Party A to prevent the damage to Party A’s facilities and environment caused by Party B and the decoration service provider hired by Party B incidentally during the decoration process. If Party B or the decoration service provider hired by Party B damages Party A’s facilities and environment during the decoration, Party A has the right to deduct such losses from the contract deposit. If the deposit is insufficient to cover Party A’s losses, Party B responsible for decoration and the decoration service provider it hires shall be liable for compensation.

2.3.6 If Party B needs to increase the power supply capacity, Party A shall assist Party B to go through the application procedures, and the expenses shall be borne by Party B.

3. Delivery and acceptance

At the request of Party B, Party A shall deliver the plant and the related facilities hereunder to Party B for use on September 1, 2021 (the “Delivery Date”). On the Delivery Date, the parties shall jointly handle the handover procedures, and the lease term of the plant shall be counted from the Delivery Date. The procedural acceptance of the Target Plant by Party B shall not release Party A from any liability for the inherent defects of the plant and the related facilities.

4. Lease term and renewal

4.1 Lease term

The lease term shall be 5 years, starting from September 1, 2021 and ending on August 31, 2026. Party A shall offer Party B a three-month rent-free period, starting from September 1, 2021 and ending on November 30, 2021.

4.2 Renewal

5. Rent, property management fee, deposit and payment method

5.1 Rent

The rent of the 6,078 m² plant area for the first year shall be calculated as follows: The daily rent per square meter is RMB 1.748 excluding tax, and the annual rent, excluding tax, is 6,078 m² x RMB 1.748/day x 365 days = RMB 3,877,885. From the second year, the annual rent increases by 3% over the rent of the previous year.

The rent of the 2,000 m²site in the north and east of the plant for the first year shall be calculated as follows: The daily rent per square meter is RMB 0.5 excluding tax, and the annual rent, excluding tax, is 2,000 m² x RMB 0.5/day x 365 days = RMB 365,000. From the second year, the annual rent increases by 3% over the rent of the previous year.

5.2 Property management fee

The property management fee for the Target Plant and sites during the lease term shall be borne by Party B. The property management fee is RMB 0.16/square meter/day (tax exclusive). The total daily property management fee shall be 8.078m² X RMB 0.16 = RMB1,292.48.

The property management services shall include public greening management in the industrial park, public road cleaning, leakage repair of the plant, septic tank desilting, etc. The property management fee shall remain unchanged during the five-year lease term.

5.3 Deposit

5.3.1 Party B shall pay a deposit of RMB Two Million One Hundred Twenty-one Thousand Four Hundred and Forty-two only (¥2,121,442) to Party A within 20 days after the signing of this Contract and before the delivery of the Target Plant by Party A to Party B (The deposit can be paid by the parent company of Party B to the affiliated company of Party A in Hong Kong in US dollars. When the deposit can be paid from Party B’s domestic RMB account, the affiliated company of Party A in Hong Kong will return the deposit in US dollars to the original account. The bank and account number of the deposit are shown in Appendix 3). If Party B fails to pay the deposit in full as agreed, Party A has the right to terminate the contract or delay the delivery of the plant to Party B without any liability. If any breach of contract by Party B causes losses to Party A, Party A has the right to deduct the amount payable by Party B from the lease deposit or get compensated for the losses incurred thereby. If the deposit is insufficient to cover the actual losses of Party A, Party B shall pay the shortfall within 10 working days upon receipt of Party A’s written notice. For each overdue day, Party B shall pay liquidated damages to Party A at the rate of 0.5% of the deposit to be made up per day.

5.4 Payment method

5.4.1 The rent shall be paid on the principle of paying before leasing. The rent shall be paid semi-annually, that is, six months is a rent payment period. Party B shall pay the rent for the first six-month period on the date of delivery, and the subsequent rent shall be paid to Party A five days before the beginning of each rent payment period.

5.4.2 The property management fee shall be paid on the principle of paying before using. Party B shall pay the property management fee semi-annually, that is, six months is a payment period. The property management fee for the first six-month period shall be paid on the date of delivery, and the subsequent property management fee shall be paid to Party A five days before the beginning of each payment period.

5.4.3 If Party B fails to pay the rent and other amounts in accordance with the sections 5.1, 5.2 and 5.3, Party B shall pay Party A, in addition to paying the actual usage fee calculated based on the rent (plant rent + plant property management fee), a penalty of 0.5% of the payment due for each day delayed, and Party A shall have the right to deduct the penalty from the deposit. The rent and deposit that Party B pays to Party A under the Contract shall be settled in RMB by bank transfer. Party A’s bank account number is shown in Annex 3.

5.4.4 Water and electricity charges (water charges include sewage charges) shall be paid on the principle of using before paying and be settled monthly according to government pricing. Party B shall transfer water and electricity charges to Party A’s designated bank account monthly within five (5) working days after receipt of the payment notice issued by Party A. If Party B fails to pay the water and electricity charges in accordance with the Contract, it shall pay a penalty of 0.5% of the water and electricity charges payable per day in addition to the water and electricity charges. Party A shall have the right to deduct the penalty from the deposit.

5.4.5 Both parties agree that the lessee’s rent, property management fee and deposit are exclusive of tax and that water and electricity charges are inclusive of tax (the sewage charges are exclusive of tax). In case any adjustment in national laws, regulations and rules and related tax regulation documents or any change in Party A’s tax calculation method results in a change in the VAT rate and thus an increase in the tax payable, the rent, property management fee, water and electricity charges and other expenses that Party B shall pay Party A shall remain unchanged except that the increase in the VAT and other taxes payable due to the change in the national tax rate shall be borne by the lessee.

6. Maintenance and internal hygiene of Target Plant

6.1 Maintenance

6.1.2 If the entire or part of the plant is damaged not due to Party B’s fault and the plant fails meet the leasing purpose as stipulated in the Contract, Party A shall repair and restore the Target Plant to the condition that can be used by Party B within 15 working days after receiving Party B’s notice. If Party A is unable to repair within the above-mentioned period, Party B shall have the right to repair by itself or designate others to repair provided that the repair plan shall be approved in writing by Party A in advance, and the expenses incurred thereby shall be borne by Party A. party A shall make a clear reply of denial or consent on the repair plan submitted by Party B within three (3) working days, and Party A shall not refuse Party B’s repair plan without just cause. Or Party B may repair by itself or designate others to repair, and the expenses incurred thereby shall be paid by Party A in accordance with third-party contracts, related payment bills, bank payment bills, etc., or be deducted by Party B from the payables to Party A.

6.1.3 The renovation and decoration of the plant by Party B shall not be subject to the section 6.1.2.

6.2 Fire safety and hygiene of leased areas

6.2.4 Party B shall be responsible for the environmental sanitation, cleanliness, garbage collection and transportation inside and outside the leased areas of the plant. Party A has the right to urge and assist Party B to make every effort in fire protection, safety and hygiene, etc.

6.3 Insurance: During the lease, Party A shall purchase property and other necessary insurances for the leased house. Party B shall purchase property and other necessary insurances for the decorations, facilities and equipment added by Party B in the leased house. If Party A or Party B or both of them fail to purchase the above-mentioned insurances, all compensations and liabilities arising therefrom shall be borne by them respectively.

7. Confidentiality

Each party shall be obliged to keep confidential and proprietary business and technical information it obtains from the other party. During the term and after the expiration of the Contract, except for the purpose of correctly and legally exercising the rights under the Contract, neither party shall disclose any business or technical information about the other party to any third party, or use business or technical information of the other party for any other purpose.

8. Force majeure

If a party is unable to perform any of its obligations under the Contract due to any event beyond its control, such as wars, serious fires, floods, typhoons, earthquakes or other force majeure events, the performance period of the party that is unable to perform such obligations hereunder will be extended for the time equal to the duration of the event. The party unable to perform its obligations shall notify the other party via phone, email, or fax as soon as possible after the occurrence of the force majeure event, and shall provide the other party via registered mail with the certificate confirming the occurrence of the event issued by competent authorities. If the force majeure event continues for more than 60 days, the other party will have the right to terminate the Contract at any time subject to a written notice given 15 working days in advance. In the event of force majeure, the parties shall work together and actively cooperate to minimize losses.

9. Termination and cancellation of the contract

9.1 Termination of contract

9.1.1 When the lease term expires and Party B does not renew the lease, the Contract shall be automatically terminated.

9.1.2 In the event that the lease term expires and Party B does not renew the lease, Party B shall return the plant in its entirety (except for normal wear and tear) to Party A on the termination date of the Contract, and ensure that the plant is in good condition and leasable, under Party B’s inspection and acceptance. At the same time, Party B shall also complete the industrial and commercial cancellation or relocation procedures for the business license with the plant as the registered address. Before handing over the plant, Party B shall provide Party A with a list of the decoration in the plant to be demolished, and the furniture and equipment left by Party B in the plant. After mutual negotiation between Party A and Party B, it is determined whether to remove or retain the above facilities. If Party B fails to return the plant within the above agreed time limit or fails to complete the industrial and commercial cancellation or relocation procedures for the business license, Party B shall pay Party A double the rent and property management fee at that time for the delayed delivery of the occupied plant for each overdue day. At the same time, Party B shall also bear all other expenses incurred during the period of occupying the plant, and shall also be liable for compensation if other losses are caused to Party A. Party A has the right to deduct the liquidated damages from the deposit paid by Party B.

9.1.3 Party B fails to return the plant to Party A on the date of expiry of the lease term or the date of early termination of the Contract, or fails to dismantle the decoration and facilities in the plant according to the list listed in 9.1.2. Party A has the right to regard Party B as giving up the ownership of all movable or immovable properties in the plant including decoration, furniture, goods and so on seven days after the expiration of the lease term or the date of early termination of the Contract, and Party A has the right to open the door lock of the plant and replace the door lock, move the items in the plant, including but not limited to furniture, fixtures, equipment and other additions, out of the plant, and vacate the plant for recovery.

Party A shall not be responsible for any damages or losses to Party B caused thereby. For those objects left by Party B in the plant, Party A has the right to charge Party B storage fees for such objects, and has the right to sell, transfer, discard or dispose of such objects in any other way in accordance with methods Party A deems appropriate. The disposition proceeds, if any, shall be used to repay any sums owed by Party B to Party A, and to compensate Party A for the losses incurred and to be incurred due to the reasons stipulated in this paragraph. However, under any circumstances, Party A will have no obligation to pay or repay any amount to Party B for such objects.

9.2 Cancellation of the Contract

9.2.1 During the lease term, if either party decides to cancel the contract in advance before the lease term expires, it shall notify the other party in writing at least 12 months in advance or pay a notice fee equivalent to 12 months’ rent. If Party A chooses to pay the notice fee in accordance with the Article 9.2.1 instead of giving written notice 12 months in advance, it shall refund the deposit and the rent received but not actually used by Party B. If Party B chooses to pay the notice fee in accordance with the Article 9.2.1 instead of written notice 12 months in advance, it can choose to use the deposit and the rent received by Party A but not actually used by Party B to offset the notice fee. The cancellation of this agreement does not mean that Party B is exempted from the obligation to restore the leased plant to its original state.

9.2.2 If Party B proposes to terminate the Contract in advance due to its own reasons, Party A shall not be liable for compensation or indemnity of any decoration value to Party B, and Party B shall pay Party A rent for the three-month rent-free period in addition to fulfilling the obligations agreed in 9.2.1. If Party B fails to perform its obligations as stipulated in 9.2.1 and 9.2.2 of the Contract, Party A shall have the right to use the deposit and/or Party B’s decorations, etc., to offset the rent, notice fee, liquidated damages, or other losses; Party A also has the right to exercise a lien on the equipment and other assets in the plant leased by Party B.

9.2.3 Both parties agree that in any of the following circumstances, the Contract shall be terminated, and Party A shall refund Party B’s deposit and the rent and property management fees for the period paid but not used, while both parties shall not be liable for each other’s breach of contract:

(1) The land use right within the scope occupied by the plant is withdrawn in advance according to law;

(2) The plant is requisitioned in accordance with the law due to social public interests or urban construction needs;

(3) The plant is lost or seriously damaged not due to fault of either party in the Contract, so that it cannot be used and cannot be repaired within 90 days.

In cases (1) and (2) above, Party B shall have the right to obtain compensation due for additional decoration, renovation, facilities, etc., as well as compensation for suspension of production and business, relocation and resettlement expenses, etc. The specific amount is subject to the amount due to Party B determined in the government demolition assessment report and the demolition agreement and other documents, or the amount determined through negotiation between the parties and the government, separately, shall prevail.

9.2.4 In any of the following situations, either party has the right to notify the other party in writing to cancel the Contract immediately and unilaterally, except as otherwise stipulated in the Contract:

(1) One party has seriously violated any provision of the Contract, and has not corrected the breach within 30 days after receiving the notice from the other party;

(2) One party enters into bankruptcy, liquidation, dissolution and other similar procedures.

9.2.5 If Party B has one of the following acts, Party A has the right to unilaterally terminate the Contract, and require Party B to bear the responsibility for breach of contract

(1) Party B fails to pay rent and property management fees 30 days overdue;

(2) Party B fails to pay water and electricity bills 30 days overdue;

(3) Party B fails to make up the deposit 30 days overdue;

(4) Party B, without written consent from Party A, sublet or sublease part or all of the subject matter of the lease to a third party;

(5) Party B, without written consent from Party A, alters and destroys the main structure of the plant without authorization;

(6) Party B fails to use the plant for the purpose as stipulated in Article 1.3 of the Contract;

(7) Party B engages in illegal and criminal activities;

(8) Party B is liquidated or bankrupt;

(9) Party B has a large-scale employee strike event, and it causes actual losses to Party A.

9.2.6 If Party A commits one of the following acts, Party B has the right to unilaterally cancel the Contract, and require Party A to bear the responsibility for breach of contract:

(1) Party A made a false statement or concealed the true situation when signing the Contract, and failed to truthfully disclose to Party B the possible ownership defects of the subject plant, etc., which may affect Party B’s signing of the Contract.

(2) During the lease period, the plant area is sealed up as a whole due to Party A’s reasons, and Party A cannot properly resolve such unfavorable situations within a reasonable period of time after Party B’s urging.

(3) Party A overdue delivery of the target plant and space for more than 15 days, and Party A still fails to deliver within 15 days after Party B’s urging.

(4) Party A fails to perform the maintenance and conservation responsibilities as stipulated in the Contract in a timely manner, causing damage or loss of the plant, resulting in the failure of Party B to achieve the purpose of using the leased plant.

10. Liability for breach of contract

10.1 During the lease period, Party A fails to perform the maintenance and conservation responsibilities as stipulated in the Contract in a timely manner, causing damage or loss of the plant, resulting in property loss or personal injury to Party B or/and a third party, Party A shall be liable for compensation.

10.2 In the event that Party A unilaterally exercises the right to cancel the Contract due to Party B’s fault that violates the provisions of the Contract, all rents and rental deposits paid by the lessee before Party A cancels the Contract shall not be refunded, in the meanwhile, Party B is required to pay the liquidated damages with amount equivalent to 12-month rent (plant rent + plant property management fee), and Party A shall not be liable for compensation of any decoration value of Party B. At the same time, Party A reserves the right to recourse to Party B for losses suffered by Party A due to Party B’s breach of contract before cancellation of the Contract in accordance with other articles of the Contract and/or legal provisions.

10.3 In the event of Party B unilaterally exercising the right to cancel the Contract due to Party A’s fault that violates the provisions of the Contract, all rents and rental deposits paid by the lessee before Party B cancels the Contract but not actually used shall be refunded, in the meanwhile, Party A is required to pay the liquidated damages equivalent to 12-month rent (plant rent + plant property management fee). At the same time, Party B reserves the right to recourse to Party A for losses suffered by Party B due to Party A’s breach of contract before cancellation of the Contract in accordance with other articles of the Contract and/or legal provisions.

10.4 If Party B fails to obtain written consent from Party A, or exceeds the scope and requests of the written consent from Party A, to renovate the house or add auxiliary facilities, Party A may request Party B to restore the house to its original state and compensate for the loss.

10.5 Unless otherwise agreed in the Contract, if one party fails to perform any or part of its obligations under the Contract, it shall bear the actual losses caused to other parties. If the breach of contract is caused by the fault of both parties, both parties shall be liable according to the extent of their respective faults.

11. Other Terms

11.1 Party B shall maintain, conserve, update, replace and clean the equipment and facilities installed by Party B in the plant at its own expense during the lease period. All expenses arising therefrom shall be borne by Party B.

11.2 Party B shall handle the planning, environmental protection, sanitation, water, electricity, gas, communication, fire protection and other nationally stipulated application and approval procedures related to operation, design, and decoration. Party B shall bear relevant expenses arising from application and approval. If Party B needs to change the fire protection facilities of Party A, it must be approved in writing by Party A, and the expenses incurred shall be borne by Party B.

11.3 Party B’s business behavior shall not damage the adjacent relationship. If its business behavior violates laws, decrees or the relevant regulations of the competent government department, or constitutes a hindrance to Party A and third parties, Party A has the right to order Party B to rectify, repair or stop business; the resulting losses, including the penalties imposed by the government for Party B’s behavior, shall be borne by Party B. If Party B fails to rectify or repair within a reasonable period specified by Party A, Party A has the right to rectify or repair on its behalf, but the cost for rectification or maintenance shall be borne by Party B.

11.4 During performance of the Contract, Party B shall bear the debts and other civil liabilities arising from third parties in business activities of Party B. If Party A suffers economic losses as a result, Party B shall be liable for compensation.

11.5 Any notice or communication between the parties to the Contract shall be in writing to the contact address or facsimile as agreed in attachment 4 of the Contract. If one party’s contact information changes, it shall notify the other party in writing as soon as possible, and inform the new contact information in the notice.

11.6 For any notice or communication, if delivered by direct delivery, it shall be deemed received upon delivery, or by facsimile, shall be deemed received upon sent, subject to subsequent written confirmation from the recipient; if mailed by domestic or international courier, then it shall be deemed to have been delivered on the third day after it is sent out; and if it is sent out by registered mail, it shall be deemed to have been received five days after it is mailed.

11.7 After Party B takes over the house, any notice given to Party B, if it states that Party B is the recipient and is left at the House, will be deemed to have been delivered to Party B with great certainty, and it will be deemed that Party B will receive the notice on the next working day.

12. Other special agreement

During the lease term, if the simple house on the east side and the greenhouse on the north side of the subject plant are demolished due to dismantlement of illegal building by the government, Party B shall cooperate unconditionally, and shall not be entitled to any compensation.

13. Governing Law and Dispute Resolution

The Contract is governed by the laws of the People’s Republic of China and should be construed accordingly. In the event of any dispute arising out of or in connection with the Contract, both parties shall resolve it through negotiation. If the negotiation fails, a lawsuit may be submitted to the People’s Court where the leased property is located. The losing party in this case shall bear all expenses arising from the litigation, including but not limited to reasonable attorney fees, litigation fees, preservation fees, transportation fees, and accommodation fees.

14. Validity and commitment of the Contract

14.1 Any revisions and amendments to the Contract and its attachments will only take effect after a written agreement signed by both parties, and signed by the legal representatives or authorized representatives and sealed with the official seal or the special contract seal.

14.2 Any attachments to the Contract are an integral part of the Contract, and have the same legal effect as the Contract. In the event of any inconsistency or conflict between the Contract and the attachments or attached sheets to the Contract, the attachments or attached sheets shall prevail.

14.3 If some articles of the Contract are invalid, it shall not affect the validity of the remaining articles. The parties shall mutually negotiate and confirm a new clause that is permitted by Chinese law and that is closest to the original purpose of the corresponding articles. Matters not covered in the Contract shall be decided through consultation between the two parties in accordance with relevant provisions in the laws of the People’s Republic of China.

14.4 Party B has the right to establish new subsidiaries or affiliates, and use the subject plant as registered address of the Subsidiaries or Affiliates. In this case, the Subsidiaries or Affiliates will automatically join the Contract as related parties of Party B, and jointly undertake the rights and obligations originally attributable to Party B under the Contract. Party A shall cooperate with Party B to complete the registration for subsidiaries, or that Party B subsequently changes the registered address to the address of the subject plant by itself, including but not limited to signing a simplified version of the lease contract with Party B and its subsidiaries, separately, for the purpose of industrial and commercial registration.

15. Sale and mortgage

15.1 Party A hereby informs Party B that the subject house is not mortgaged. If mortgage occurs during the lease period, Party A shall immediately notify Party B in writing; Party A undertakes that during the lease period, if under any circumstances due to realization of the mortgage right, Party B cannot continue to lease the subject plant under the same conditions as agreed in the Contract, Party B shall have the right to claim liability for breach of contract against Party A in accordance with the same conditions as in Article 9.2.1 of the Contract.

15.2 Both parties hereby expressly agree that: during the lease period, Party A has the right to sell the subject plant, mortgage the subject plant completely and independently, and has the right to sell the subject plant to a third party, or agree with the mortgagee to dispose the subject plant at discount or sale or other means completely and independently. Party B hereby expressly undertakes that: Party B irrevocably and unconditionally waives any right of first refusal obtained in respect of Party A’s sale, mortgage and other disposal of the subject plant in accordance with the aforementioned provisions. However, Party A shall notify Party B in writing at least one month in advance before proceeding with the sale and mortgage.

16. Others

16.1 The Contract is made in sextuplicate. Each side has three copies.

16.2 The Contract takes effect after being signed and sealed by the legal representatives or authorized representatives of both parties.

Party A (seal): MEI KO LONG (Shanghai) Shop Equipment Industry Co., Ltd.

[seal:] [bilingual:] MEI KO LONG (SHANGHAI) SHOP EQUIPMENT INDUSTRY CO., LTD.

Contract Seal

Representative: [signature] Date: [hw:] September 13, 2021

Party B (seal): SES (Shanghai) New Energy Technology Co., Ltd.

[seal:] SES (Shanghai) New Energy Technology Co., Ltd.

Representative: [signature] Date: [hw:] September 17, 2021

[hw:] Attachment I

Shanghai Real Estate Registration Information

(Status of Entitlement: Current Situation)

Property information

Right holder:

MEI KO LONG (Shanghai) Shop Equipment Industry Co., Ltd.

Co-owners
and
co-ownership:

The property
is located at:

No. 1688 Yecheng Road, Jiading District, Shanghai

Acceptance date:

December 12, 2008

Approval date:

December 18, 2008

Cancellation date:

Title certificate or identification No.:

JIA2008027417

Note:

Among them, the period of use for the land area of 20,030 square meters is from November 5, 2002 to November 4, 2052, the period of use for the land area of 17,811 square meters is from September 26, 2001 to September 25, 2051, and the period of use for the land area of 23,357 square meters is from June 20, 2000 to June 19, 2050.

Building No.

Site

Floor area

Among them,
the
underground
floor area

Story

Building
type

Building
structure

Source of
property right

Completion
date

Building 1, No. 1688

Whole
building

12155.99

0.00

Plant

Steel and
concrete

New building

2005

Building 2, No. 1688

Whole
building

5733.14

0.00

Plant

Steel and
concrete

New building

2005

Building 3, No. 1688

Whole
building

15188.45

0.00

Plant

Steel and
concrete

New building

2006

Building 5, No. 1688

Whole
building

525.31

0.00

Plant

Steel and
concrete

New building

2008

Mark:

On July 6, 2009, the mortgage of the house, the whole building of building No. 1 of No. 1688, was registered (200925606916) as cancellation On July 6, 2009, the mortgage of the house, the whole building of building No. 2 of No. 1688, was registered (200925606916) as cancellation

Land profile

Land No.:

Mound 3/3, 119 Neighborhood, Jiading

Industrial Zone, Jiading District

Period of use:

Source of usage right:

Grant

Planned use:

Industrial

Common area:

61198

Total area:

61198

Other information

Type of right:

Certificate mortgage

Amount of creditor’s rights:

The property is located at:

No. 1688 Yecheng Road, Jiading District

Title certificate or identification No.:

JIA200813021927

other rights holder:

Bank of Communications Co., Ltd. Shanghai Jiading Sub-branch

Set date:

End date:

Acceptance date:

December 12, 2008

Approval date:

December 18, 2008

Cancellation date:

July 6, 2009

Cancellation No.:

200925606916

Reason for cancellation:

Note:

The land area is 61,198 square meters, the maximum amount of creditor’s rights is RMB 38.5 million yuan, and the period of creditor’s rights is from June 16, 2006 to June 15, 2009.

Building No.

Site

Floor area

Among

them, the underground floor area

Story

Building

type

Building structure

Source of property

right

Completion date

Building 2, No. 1688

Whole building

0.00

Plant

Steel and concrete

Transaction

2005

Building 1, No. 1688

Whole building

0.00

Plant

Steel and concrete

Transaction

2005

Mark:

On July 6, 2009, the mortgage of the house, the whole building of building No. 1 of No. 1688, was registered (200925606916) as cancellation

On July 6, 2009, the mortgage of the house, the whole building of building No. 2 of No. 1688, was registered (200925606916) as cancellation

Print date: September 3, 2021 9:47 AM

[bilingual:] Shanghai Certificate of Real Estate Ownership

Shanghai Real Estate JIA (2008) No. 027417

[bilingual:] In accordance with the Law of Land Administration of the People’s Republic of China, the Law of Urban Real Estate Administration of the People’s Republic of China and Shanghai Regulations for Real Estate Registration and other relevant laws and regulations, to protect the legitimate rights and interests of the owner of land-use rights and the house owner, registration is hereby granted and this certificate is given to such owner for the land, house and other appurtenances listed in this his/her registration application after due examination and verification.

This certificate is the proof of the ownership rights to the real estate on State-owned land out.

[seal:] Shanghai Housing and Land Resources Administration Bureau Shanghai Housing and Land Resources Administration Bureau

[barcode:]

Registration date: December 18, 2008

[barcode:]

[illegible]

CHINA

Chinese tax stamp

Five Yuan

[picture]

[seal]

Right holder

MEI KO LONG (Shanghai) Shop Equipment Industry Co., Ltd.

Building profile

Building No.

See registration information for details

The property is located at

No. 1688 Yecheng Road, Jiading District, Shanghai

Room number or site

See registration information for details

Land profile

Source of usage right

Grant

Floor area

33602.89

Use

Industrial

Type

See registration information for details

Land No.

Mound 3/3, 119 Neighborhood, Jiading Industrial Zone, Jiading District

Use

See registration information for details

Parcel (Mound) area

61198

Story

See registration information for details

Period of use

Completion date

See registration information for details

Total area

61198.0

Among them

Exclusive use area

61198.0

Entity filling the certificate:

Jiading District Real Estate Registry

[seal:] Shanghai City Jiading District Real Estate Registry

Apportioned area

Area unit: square meter

LOGO

Parcel Map District (county): Jiading District Street: Jiading Industrial Zone Neighborhood No.: 119 Neighborhood Parcel number: 3/3 MEI KO LONG (Shanghai) Shop Equipment Industry Co., Ltd.MEI KO LONG (Shanghai) Shop Equipment Industry Co., Ltd Shanghai Housing and Land Resources Administration BureauDecember 11, 2008

LOGO

Area Map of the Plant Leased by SES in Phase II Attachment II Fu Hai Road Space Square meter Plant Leased by SES in Phase II Square meter Plant Leased by SES in Phase I Public passage Produced by Autodesk Educational Edition Product Simple shed Public passage Produced by Autodesk Educational Edition Product Produced by Autodesk Educational Edition Product

The current situation of the plant leased by SES in phase II

Attachment II

LOGO

Exhibit 10.17

CUMMINGS PROPERTIES, LLC

COMMERCIAL LEASE

Cummings Properties, LLC (“LESSOR”) hereby leases to SolidEnergy Systems Corp, (a DE corp.), 200 West Street, Waltham, MA 02451 (LESSEE), the following premises, approximately 23,101 square feet at 35-B Cabot Road, Woburn, MA 01801 (“premises”), for a term of five years and one month commencing at noon on the Commencement Date (defined below) and currently scheduled to terminate at noon on the last day of the calendar month in which occurs the five-year, one-month anniversary of the Commencement Date unless sooner terminated or extended as herein provided. LESSOR and LESSEE new covenant and agree that the following terms, conditions, covenants, and obligations (terms’) shall govern this lease.

1. RENT. LESSEE shall pay LESSOR base rent of seven hundred sixty one thousand one hundred seventy five (761,175) U.S. dollars per year, drawn on a U.S. bank, in monthly installments of $ 63,431.25 on or before the first day of each calendar month, without offset or deduction. All payments shall be made to LESSOR at 200 West Cummings Park, Woburn, Massachusetts 01801. or at such other place designated in writing by LESSOR. If the “Cost of Living’ has increased as shown by the Consumer Price Index (Boston. Massachusetts, all terns, all urban consumers), U.S. Bureau of Labor Statistics (‘Index’) then base rent due during each calendar year of this lease and all extensions thereof shall be adjusted in proportion to any increase in the Index. The base month from which to determine the amount of each increase shall be January 2016 , which figure shall be compared with the figure for November 2016 , and each November thereafter to determine the increase (if any) in base rent to be paid during the following calendar year commencing each January 1. (See Paragraphs E and F of the Rider to Lease.)

2. SECURITY DEPOSIT. LESSEE shall pay LESSOR a security deposit of $ 334,000 drawn on a U.S. bank, upon LESSEE’S execution of this lease, which shall be held as security for LESSEE’S performance herein and refunded to LESSEE without interest at the end of this lease, subject to LESSEE’S satisfactory compliance with the terms hereof. LESSEE shall not apply the security deposit to any payment due under this lease. In the event of any breach of this lease by LESSEE*, however, LESSOR may apply the security deposit first to any outstanding invoice or other payment due to LESSOR, and then to outstanding rent, in which event LESSEE shall fully restore said deposit forthwith. LESSEE’S failure to remit or restore the security deposit shall constitute a substantial lease default If LESSEE fails to pay the security deposit and the initial rental payment as and when required herein, LESSEE agrees that LESSOR may at its sole option, declare this lease null and void for failure of consideration. (See Paragraphs N, P, and T of the Rider to Lease.)

* beyond any applicable notice and cure periods

3. USE. LESSEE shall use the premises only for executive and administrative offices and light manufacturing.

4. REAL ESTATE TAX INCREASES. LESSEE shall pay LESSOR as additional rent a proportionate share (based on square footage leased by LESSEE as compared with the total leaseable square footage of the building(s) of which the premises area part (building) of (i) all increases in the real estate taxes levied against the land and building (property), whether such increase(s) is/are due to an increase in the tax rate or assessment, or a change in the method of determining real estate taxes, and (it) all real property surcharges and special assessments levied against the property The base from which to determine the amount of any increase in taxes shall be the rate and the assessment in effect for the fiscal year ending June 30. 2017 , net of abatements, if any.


				LESSOR LESSEE

5. UTILITIES. LESSOR shall provide equipment per LESSOR’S building standards to heat foe premises in season and to cool all office areas *between May 1 and November 1. LESSEE shall pay all charges for utilities used on the premises, including electricity, telecommunications, gas, oil, water, and sewer, and shall use whichever utility service provider LESSOR designates LESSEE shall also pay LESSOR a proportionate share of any other fees and charges relating in any way to utility use at the building, including charges for routine maintenance of any on-site septic system. LESSEE shall pay foe utility provider or LESSOR, as applicable, for all such charges as determined by separate meters serving the premises and/or as a proportionate share if not separately metered.

*to maintain reasonably comfortable temperatures

6. COMPLIANCE WITH LAWS. LESSEE and LESSEE’S employees, agents, affiliates, callers, contractors, visitors, and invitees (LESSEE parties) shall not use the premises in any way that may be unlawful, improper, noisy, offensive, harmful, or contrary to any applicable statute, regulation, ordinance, or bylaw. ‘LESSEE parties shall fully comply with all applicable statutes, regulations, ordinances, and bylaws related to or arising out of their **use and occupancy of the premises and any allowed alterations herein, including without limitation, maintaining Worker’s Compensation Insurance and obtaining all licenses, permits, and approvals necessary for LESSEE’S use and occupancy of the premises

*Following delivery of the premises to LESSEE, * *particular

7. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the premises, or of the property of which the premises are a part be substantially damaged by fire or casualty, or be taken by eminent domain. LESSOR may elect to terminate this lease. When such an event is not caused or contributed to by LESSEE parties and renders the building uninhabitable, a proportionate abatement of rent shall be made, and LESSEE may elect to terminate this lease upon 30 days’ prior written notice if (a) LESSOR fails to give written notice within 30 days after said event of its intention to restore the premises; or (b) LESSOR fails to restore the premises, using building standard finishes, to a condition substantially suitable for the use described above within 90 days after said event LESSOR reserves all rights for damages or injury to the premises for any taking by eminent domain, except for damage to LESSEE’S property or equipment.

8. FIRE INSURANCE. LESSEE parties shall not permit any use of the premises which will adversely affect or make voidable any insurance on the property, or the contents of the building, or which shall be contrary to any law, regulation, or recommendation made by the Insurance Services Office (or successor organization), state fire prevention agency, local fire department, LESSOR’S insurer, or any similar entity. LESSEE shall not vacate the premises or permit same to be unoccupied other than during LESSEE’S customary non-business days or hours, or cause or allow the utilities serving the premises to be terminated.

9. SIGNS. LESSOR may. at its expense, identify LESSEE’S occupancy of the premises with a building standard sign at the main entry to the premises and, if applicable, on the building’s directory. LESSEE shall obtain LESSOR’S prior written consent before erecting any sign(s), and shall erect and maintain any such sign(s) in accordance with LESSOR’S building standards for style, size, wording, design, location, etc., now or hereafter made by LESSOR. LESSOR may, at LESSEE’S expense, remove and dispose of any sign(s) not properly approved, erected, or maintained.

10. MAINTENANCE. Except as otherwise provided below, LESSOR will maintain the structure, roof, landscaping, common areas, and building standard heating and cooling equipment sprinklers, doors, plumbing, and electrical wiring at the premises, *but specifically excluding damage caused by the careless, malicious, willful, or negligent acts of LESSEE parties, and corrosion and chemical or water damage from any source. LESSEE agrees to maintain at its expense all other aspects of the premises in the same condition as they are when delivered to LESSEE or as they may be put in during the lease term, normal wear and tear only excepted, and whenever necessary, to replace light bulbs and glass, acknowledging that the premises are now in good order. LESSEE shall properly control and vent all


		2		LESSOR LESSEE

chemicals, radioactive materials, smoke, moisture, odors, and other materials that may be harmful, and shall not cause the area surrounding the premises or any other common area to be in anything other than a neat and clean condition, and shall appropriately dispose of all waste. LESSEE shall be solely responsible for any damage to any equipment serving the premises or the building which relates to or arises out of the storage, discharge, or use of any substance by LESSEE. LESSEE shall not permit the premises to be overloaded, damaged, stripped, or defaced, nor suffer any waste, and will not bring or keep animals therein, if the premises include any wooden mezzanine-type space, the floor capacity of such space is suitable only for light office or storage use. LESSEE with protect any flooring with chair pads under any rolling chairs and shall maintain sufficient heat to prevent freezing of pipes or other damage. All heating, ventilating, air conditioning, plumbing, and electrical equipment serving areas of the premises used for any purpose other than general office or warehouse, and any installation or maintenance of any “non-building standard” leasehold improvements or equipment which is associated with some specific aspect of LESSEE’S use, whether installed by LESSOR, LESSEE or a prior occupant, shall be LESSEES sole responsibility and at LESSEE’S expense. All maintenance and other services provided by LESSOR shall occur during LESSOR’S normal business hours.

* in good order and condition in compliance with applicable laws

11. ASSIGNMENT OR SUBLEASE. Provided LESSEE is not in default of any term hereof. LESSEE may assign this lease or sublet or allow another entity or individual to use or occupy all or part of the premises, but only with LESSOR’S prior written consent in each instance. LESSEE shall not assign this lease or sublet any part of the premises to any other current or prospective tenant of LESSOR, or any affiliate of such current or prospective tenant As a condition to any assignment or sublease, a security deposit increase ’shall be paid to and held by LESSOR. If LESSEE notifies LESSOR of its desire to assign the lease or sublet**, LESSOR may elect to terminate this lease, at an effective date to be determined by LESSOR, upon notice to LESSEE. Notwithstanding LESSOR’S consent to any assignment or sublease, LESSEE and GUARANTOR shall remain liable for the payment of all rent and for the full performance of all terms of this lease and all amendments and extensions thereto.*, equal to one month of then-current monthly rent, * ’substantially all of the leased premises

12. ALTERATIONS. LESSEE parties shall not make structural alterations, additions, or improvements of any kind to the premises, but LESSEE may make nonstructural alterations, additions, or improvements with LESSOR’S prior written consent followed alterations”), All allowed alterations shall be at LESSEE’S expense and shall conform with LESSOR’S building standards and construction specifications or will be subject to restoration charges. If LESSOR or its agents provide(s) any services or maintenance in connection with allowed alterations and/or the review thereof, LESSEE will promptly pay any just invoice(s). LESSEE shall obtain, prior to the commencement of any work, a lien waiver from any contractors) performing work at the premises. LESSEE shall not permit mechanics’ liens or similar liens to remain upon the premises in connection with any work performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released or removed forthwith without cost to LESSOR All allowed alterations shall become part of the premises and the property of LESSOR. LESSOR shall have the right at any time to make additions to the building, to change the arrangement of parking areas, stairs, or walkways, or otherwise to alter common areas or the exterior of the building. LESSEE shall move its furniture, furnishings, equipment, inventory, and other property as required by LESSOR to enable LESSOR to carry out the above-described work.

13. LESSOR’S ACCESS. LESSOR its agents or designees may at any reasonable time ’enter to view the premises; to show the premises to others**; to make repairs and alterations as LESSOR, its agents, or designees should elect to do for the premises, the common areas, or any other portions of the building; and without creating any obligation or liability for LESSOR, but at LESSEE’S expense, to perform work which LESSEE is required but has failed to do. *, within 72 hours following LESSOR’S request and in the presence of LESSEE parties, except in case of emergency, ’’during the last six months of the lease term.


		3		LESSOR LESSEE

14. SNOW REMOVAL The plowing of snow from all driveways and unobstructed parking areas shall be at the sole expense of LESSOR The control of snow and ice on all walkways, stairs, and loading areas serving the premises and all other areas not readily accessible to plows shall be the sole responsibility of LESSEE, Notwithstanding the foregoing, LESSEE shall hold LESSOR and OWNER harmless from any and all claims by LESSEE parties for personal injuries and/or property damage resulting in any way from snow or ice on any area serving the premises, except for claims directly resulting from LESSOR’S negligence.

15. ACCESS AND PARKING. LESSEE parties may without additional charge use parking spaces provided for the building in common with others. The number of spaces used by LESSEE parties, which shall be presumed to equal the number of persons present at the premises, shall not at any time exceed LESSEE’S proportionate share of the total spaces for the building. No unattended parking (i.e., parking where the driver of a vehicle is not readily available at the premises to relocate said vehicle} will be permitted between 7:00 PM and 7:00 AM without LESSOR’S prior written approval, and any such allowed parking shall be permitted only in designated overnight parking areas. Unregistered or disabled vehicles or trailers of any type may not be parked at any time. LESSOR may tow, at LESSEE’S sole risk and expense, any misparked vehicle belonging to LESSEE parties, at any time LESSEE parties shall not obstruct any portion of the building or its common areas. LESSOR may record activities at the building with monitored and/or unmonitored cameras; however, LESSEE agrees that LESSOR is not in any way providing any security services for LESSEE parties, and accepts full responsibility for protecting LESSEE parties and their property,

16. LIABILITY. LESSEE shall be solely responsible as between LESSOR and LESSEE parties for death or personal injuries to all persons and/or property damage, including damage by fire or casualty, arising out of the use, control, condition, or occupancy of the premises by LESSEE parties, except for death, personal injuries, and/or property damage directly resulting from the negligence of LESSOR. LESSEE agrees to indemnify and hold harmless LESSOR and OWNER from any and all liability, including but not limited to costs, expenses, damages, causes of action, claims, judgments, and attorneys’ fees caused by or in any way arising out of any of the aforesaid matters. All common areas, including but not limited to any parking areas, driveways, stairs, loading areas, corridors, roofs, walkways, lobbies, atria, elevators, communications closets, community conference rooms, and outdoor areas (“common areas”) shall be considered a part of the premises for purposes of Sections 16 and 17 when they are used by LESSEE parties,

17. INSURANCE. LESSEE shall maintain at its expense a commercial general liability policy insuring LESSEE. LESSOR, and OWNER against all claims fix personal injuries (including death) and/or property damage arising out of the use. control, condition, or occupancy of the premises, including any common areas, by LESSEE parties, including damage by fire or casualty, such policy to insure LESSEE, LESSOR, and OWNER against any claim up to $1,000,000 for each occurrence involving personal injuries (including death), and $1,000,000 for each occurrence involving property damage. This insurance shall be primary to and not contributory with any insurance carried by LESSOR, whose insurance shall be excess LESSOR and OWNER shall be included in each such policy as additional insureds using ISO form CG 20 2611 85, ISO form CG 2011 01 96 (without exclusions), ISO form CG 20 11 04 13 (without exclusions). or some other form approved in writing by LESSOR and each such policy shall be issued by a company or companies satisfactory to LESSOR Prior to occupancy. LESSEE shall deliver to LESSOR a copy of such policy, together with the declarations page and all applicable riders and endorsements, showing that such insurance is in force, and thereafter will deliver, prior to the expiration of any such policy, notice of renewal of same In the event any such policy or coverage changes, a copy of the policy, declarations page, and all applicable riders and endorsements shall be delivered to LESSOR within 10 days of such change. No policy shall be cancelled without at least 10 days’ prior written notice to each insured. If LESSEE fails to deliver or maintain such insurance at any time during the term of this lease, LESSOR may, without further notice to LESSEE, elect to obtain such insurance, whereupon LESSEE shall pay LESSOR a reasonable charge for such insurance, plus LESSOR’S administrative expenses.


		4		LESSOR LESSEE

18. BROKERAGE. LESSEE warrants and represents that it has dealt with no broker, tenant representative, or third party in connection with this lease*, and agrees to indemnify LESSOR against all brokerage claims arising out of this lease. LESSOR warrants and represents that it has employed no exclusive broker or agent in connection with this lease. If either LESSOR or LESSEE introduces a broker, tenant representative, or other third party on its behalf for any extension, amendment, or other modification of this lease, any fees or commissions shall be the sole responsibility of the party engaging such broker, tenant representative, or third party.

◆except for Boston Commercial Properties, Inc., to which LESSOR shall pay a commission in accordance with a separate agreement

19. SUBORDINATION. This lease shall be subject and subordinate to any and all mortgages and other like instruments made at any time hereafter, and LESSEE shall, when requested, promptly execute and deliver such instruments as necessary to show the subordination of this lease to said mortgages or other such instruments.

20. DEFAULT AND RENT ACCELERATION. In the event that (a) any assignment for the benefit of creditors, trust mortgage, receivership, or other insolvency proceeding shall be made or instituted with respect to LESSEE or LESSEE’S property*, or (b) LESSEE shall default in the observance or performance of any term herein, and such default shall not be corrected within 10 days after written notice thereof, **then LESSOR shall have the right thereafter, while such default continues and without demand or further notice, to re-enter and take possession of the premises, to declare the term of this lease ended, and/or to remove LESSEE’S effects, without liability, including for trespass or conversion, and without prejudice to any other remedies. If LESSEE defaults in the payment of any rent and any such rental default continues for 10 days after written notice thereof, and, because both parties agree that nonpayment of said sums is a substantial breach of this lease, and, because the payment of rent in monthly installments is for the sole benefit and convenience of LESSEE, then, in addition to any other remedies, the net present value of the entire balance of rent due herein as of the date of LESSOR’S notice, using the published prime rate then in effect shall immediately become due and payable as liquidated damages, since both parties agree that such amount is a reasonable estimate of the actual damages likely to result from such breach. No actions taken by LESSOR under this section shall terminate LESSEE’S obligation to pay rent under this lease, as liquidated damages or otherwise. Any sums received by LESSOR from or on behalf of LESSEE may at any time be applied by LESSOR in its sole discretion first to any unamortized improvements completed for LESSEE’S occupancy, then to any unpaid invoice or other payment due to LESSOR, and then to unpaid rent LESSEE shall pay all invoices within 10 days of the date of such invoice(s). If any rent and/or other payment is not received by LESSOR when due. then LESSEE shall pay LESSOR a one-time late charge for each past due amount equal to one percent of such overdue amount or $35 (whichever is greater) and interest at the rate of 18 percent per annum on any past due amount

*and not released or discharged, as the case may be, within 30 days **or, in the event such default cannot be cured within said 10-day period, LESSEE shall not have commenced to cure and be diligently proceeding to cure

21. NOTICE. All notices from LESSOR to LESSEE under this lease shall be given in writing and shall be deemed duty served when left at the premises, served by constable, sent by recognized courier service with a receipt therefor, or mailed by certified or registered mail, return receipt requested, postage prepaid to LESSEE at the premises or such other address as LESSEE may designate in writing. All notices from LESSEE to LESSOR under this lease shall be given in writing and shall be deemed duly served only when served by constable, or delivered to LESSOR by certified or registered mail, return receipt requested, postage prepaid, or by recognized courier service with a receipt therefor, addressed to LESSOR at 200 West Cummings Park, Woburn, Massachusetts 01801 or to the last address designated by LESSOR No oral, facsimile, or electronic notice shall have any force or effect Time is of the essence in the service of any notice.


		5		LESSOR LESSEE

22. OCCUPANCY. If LESSEE takes possession of the premises prior to the commencement of this lease, LESSEE shall perform all terms of this lease from the date it takes possession*. LESSOR may require LESSEE at LESSEE’S expense to relocate-to another similar premises (which shall be within the same municipality-as the current premises, unless LESSEE s not regularly occupying the premises) at any time-upon written-notice to LESSEE and on terms comparable to those herein: If any of LESSEE parties occupies, controls, or encumbers any part of the premises without LESSOR’S written permission after the termination of this lease or otherwise beyond the period specified by LESSOR in writing, LESSEE shall be liable to LESSOR for any and all loss, damages, and/or expenses incurred by LESSOR including consequential damages, and all terms of this lease shall continue to apply, except that use and occupancy payments shall be due in full monthly installments at a rate which shall be two times the greater of the monthly rent due under this lease for the immediately preceding calendar month or LESSOR’S then-current published one-year rental rate for the premises, it being agreed that such extended occupancy is a tenancy at sufferance, solely for the benefit and convenience of LESSEE and of greater rental value. The occupancy, control, or encumbrance of any part of the premises by any of LESSEE parties beyond noon on the last day of any rental period shall constitute occupancy for an entire additional month, and increased payment as provided in this section shall be immediately due and payable. LESSOR’S acceptance of any payments shall not alter LESSEE’S status as a tenant at sufferance.

*, other than the obligation to pay rent

23. FIRE PREVENTION. LESSEE agrees to use all reasonable precautions against fire, to provide and maintain approved, labeled fire extinguishers, emergency lighting equipment, and exit signs, and to complete all other modifications within the premises as required or recommended by the Insurance Services Office (or successor organization), OSHA, the local fire department LESSOR’S insurer, or any similar entity.

24. OUTSIDE AREA. All items left or stored by LESSEE in any common area without LESSOR’S prior written consent shall be deemed abandoned and may be removed or disposed of by LESSOR at LESSEE’S expense without notice. LESSEE shall maintain a building standard size dumpster in a location approved by LESSOR, which dumpster shall be provided and serviced at LESSEE’S expense by a disposal firm designated by LESSOR Alternatively, if a shared dumpster or compactor is provided by LESSOR. LESSEE shall pay the disposal firm or LESSOR, as applicable. LESSEE’S share of all charges associated therewith.

25. ENVIRONMENT. LESSEE parties shall not interfere in any way with the use and enjoyment of other portions of the same or neighboring buildings by others, in LESSOR’S discretion, by reason of odors, smoke, exhaust, vibrations, noise, moisture, pets, garbage, trash, vermin, pests, or otherwise, and will at their expense employ a professional service to eliminate such interference if determined necessary by LESSOR *No oil, hazardous material, or waste shall be used, stored, disposed of, or allowed to remain at the premises at any time without LESSOR’S prior written approval, and LESSEE shall be solely responsible for, and shall indemnify and hold harmless LESSOR and OWNER from, any and all corrosion and other damage in any way associated with the use, storage, disposal, and/or release of same by LESSEE parties LESSEE shall provide and maintain effective devices for preventing damage to the building and property from deionized water, chemicals, and hazardous materials that may be used or present at the premises.

◆Except as provided for in Paragraph J of the Rider to Lease, no

26. RESPONSIBILITY. In all events, neither LESSOR nor OWNER shall be liable to anyone for. nor shall LESSEE’S obligations under this lease be reduced because of loss, injury, or damage caused in any way by the use, leakage, incursion, discharge, seepage, flooding, or escape of water or sewage in any form or from any source, or by the interruption or cessation of any service rendered customarily to the premises or building or agreed to by the terms of this lease, by any accident the making of repairs, alterations or improvements, labor difficulties, weather conditions, mechanical breakdowns, trouble or scarcity in obtaining fuel, electricity, service, or supplies from the sources from which they are usually obtained, or by any change in any utility or service provider, or by any cause beyond LESSOR’S immediate control. Except as otherwise provided for in this lease, neither LESSOR nor OWNER nor LESSEE shall be liable for any special, incidental, indirect or consequential damages, including but not limited to lost profits or loss of business, arising out of or in any manner connected with performance or nonperformance under this lease, even if any party has knowledge of the possibility of such damages.


		6		LESSOR LESSEE

27. SURRENDER On or before the termination of this lease, LESSEE shall remove all of LESSEE parties’ goods and effects from the premises, and shall deliver to LESSOR exclusive and unencumbered possession of the premises and all keys and locks thereto, all fixtures, equipment and workstations of any type connected therewith, and all allowed alterations made to or upon the premises, whether completed by LESSEE, LESSOR, or others, including but not limited to any offices, window blinds, floor coverings, computer floors, plumbing, plumbing fixtures, heating, ventilating and air conditioning equipment, ductwork, exhaust fans, chillers, security, surveillance and fire protection systems, telecommunications and data wiring, cable trays, telephone systems, racking, air and gas distribution piping, compressors, cranes, hoists, cabinets, counters, shelving, millwork, casework, electrical work, including but not limited to lighting fixtures of any type, wiring, conduit, transformers, generators, distribution panels, bus ducts, raceways, receptacles and disconnects, and all furnishings and equipment that have been bolted, welded, nailed, screwed, glued, or otherwise attached to any wall, floor, ceiling, roof, pavement, or ground, or which have been directly wired, ducted, or plumbed to any portion of any building or system serving the premises. Prior to surrender, LESSEE shall, at LESSOR’S option, remove or property terminate and label for future use any and aH wiring and cabling installed and/or used by LESSEE. LESSEE shall deliver the premises broom clean, fully sanitized from all chemicals or other contaminants*, and in at least the same condition as they were at the commencement of this lease or any prior lease between the parties for the premises, or as they were modified during said term with LESSOR’S written consent reasonable wear and tear only excepted, and LESSEE shall be deemed to be encumbering the premises until it delivers the premises to LESSOR at the time and in the condition required herein. Any and all property, including business records, that remains at the premises upon termination of this lease shall, at LESSOR’S option, be subject to Section 22 above or be deemed abandoned and be disposed of as LESSOR sees fit without LESSOR being liable for any loss or damage thereto, and at the sole risk of LESSEE. LESSOR may remove and store any such property at LESSEE’S expense; retain same under LESSOR’S control; sell same without notice at a public or private sale and apply the net proceeds of such sate to the payment of any sum due herein; or destroy same. Notwithstanding the delivery of any keys to LESSOR, in no case shall the premises be deemed surrendered to LESSOR until the termination date provided herein or such other date as may be specified in a written agreement between the parties. Tie parties’ rights and obligations under this section shall survive termination of this lease.

*relating to or in any way arising out of LESSEE’S use and/or occupancy of the premises

28. GENERAL, (a) The invalidity or unenforceability of any clause or term of this lease shall not affect or render invalid or unenforceable any other clause or term hereof, (b) No consent or waiver, express or implied, by LESSOR to or of any breach of any obligation of LESSEE is intended or shall be construed as a consent or waiver to or of any other breach of the same or any other obligation, (c) The terms of this lease shall run with the land, and this lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that LESSOR and OWNER shall be liable for obligations occurring only white each is lessor or owner of the premises, (d) This lease is made and delivered in the commonwealth of Massachusetts, and shall be interpreted, construed, and enforced in accordance with the laws thereof and only in a court therein. Any action or proceeding arising out of this lease shall be brought by LESSEE within one year after the event giving rise to the claim has occurred, (e) If LESSOR or OWNER is a trust, corporation, or other limited liability entity, the obligations of LESSOR shall be binding upon the trust, corporation, or other entity, but not upon any trustee, officer, director, shareholder, member, limited partner, or beneficiary individually, (f) Intentionally omitted, (g) If LESSEE is more than one person, corporation, other legal entity, partnership, or some combination thereof, LESSEE’S obligations shall be joint and several. Unless repugnant to the context “LESSOR” and “LESSEE’ mean the person or persons, natural or corporate, named above as LESSOR and as LESSEE respectively, and their respective heirs, executors, administrators, successors, and assigns, (h) This lease is the result of negotiations between parties of equal bargaining strength, and when executed by both parties


		7		LESSOR LESSEE

shall constitute the entire agreement between the parties, superseding all prior oral and written agreements, representations, and statements, and LESSEE agrees to keep all financial and other terms of this lease confidential. This lease may not be amended except by written agreement signed by all parties, or as otherwise provided herein, and no oral or written representation shall have any effect hereon, (i) Notwithstanding any other statements herein, LESSOR makes no warranty, express or implied, concerning the suitability of the premises for the use described above Q) if, for any reason, LESSOR does not deliver possession of the premises as provided herein, unless a delay is caused or contributed to in any way by any of LESSEE parties, the rent excluding the cost of any amortized improvements, shall be proportionately abated until LESSOR delivers possession, and LESSOR shall use reasonable efforts to deliver possession at the earliest practical date. LESSEE agrees that said abatement shall be LESSEE’S sole remedy for any delay in delivery of possession and that LESSOR shall not be liable for any damages to LESSEE for such delay, (k) Neither the submission of this lease form or any amendment hereof, nor the acceptance of the security deposit and/or rent shall constitute a reservation of or option for the premises, or an offer to lease, it being expressly understood and agreed that neither this lease nor any amendment shall bind either party in any manner whatsoever unless and until it has been executed by both parties. (I) LESSEE shall not be entitled to exercise any option in this lease, the attached Rider to Lease, or any subsequent amendment or extension, or to receive LESSORS consent as provided for herein, if LESSEE is at that time in default of any term hereof*. If this lease terminates pursuant to Section 20 above, LESSEE acknowledges and agrees that this lease may, at LESSOR’S election, be reinstated by LESSOR with or without notice to LESSEE, and LESSOR may require one or more conditions prior to reinstatement (m) No restriction, condition, or other endorsement by LESSEE on any payment, nor LESSOR’S deposit of any full or partial payment shall bind LESSOR in any way or limit LESSOR’S rights under this lease, (n) LESSEE shall pay LESSOR for all legal and administrative fees and expenses incurred by LESSOR due to any consent requested by LESSEE or in enforcing any term of this lease (o) LESSEE will conform to ail roles and regulations now or hereafter made by LESSOR for parking, for the care, use, and/or alteration of the building, its facilities and approaches, and for the administration of this lease, and will not permit any of LESSEE parties to violate this lease or any of its terms, (p) LESSEE’S covenants under this lease shall be independent of LESSOR’S covenants, and LESSOR’S failure to perform any of its covenants under this lease, including a covenant constituting a significant inducement to LESSEE to enter into this lease, shall not excuse the payment of rent or any other charges by LESSEE or allow LESSEE to terminate this lease, (q) LESSOR, LESSEE, OWNER, and GUARANTOR hereby waive any and all rights to a jury trial in any proceeding in any way arising out of the subject matter of this lease and/or the guaranty.

(r) See attached Rider to Lease for additional terms.

*beyond any applicable notice and cure periods

29. SECURITY AGREEMENT. LESSEE hereby grants LESSOR a continuing security interest in all existing and hereafter acquired property of LESSEE kept in any of LESSOR’S buildings (excluding LESSEE’S intellectual property, patents and accounts receivable) to secure the performance of all LESSEE’S obligations under this lease or any subsequent lease between the parties. LESEE authorizes lessor to file a financing agreement or financing statement and all necessary amendments in connection with this security interest. This security agreement shall survive termination of shall not negate or replace any continuing security interest of LESSOR under any prior lease between the parties. Default in the payment or performance of any of LESSEE’S obligations under this lease or any subsequent lease shall be a default under this security agreement and shall entitle LESSOR to immediately exercise all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in Massachusetts. In the event of default LESSEE shall assist and facilitate LESSOR’S exercise of its rights under this section.

30. AUTOMATC LEASE EXTENSIONS. This lease, including all terms and escalations, etc shall be automatically extended for additional successive periods of five years each unless LESSOR or LESSEE servers written notice either party to the other, or either party’s option to terminate this section, whereupon it will be of no further force or effect. The time for serving such written notice shall be not more than 12 months or less than six months prior to the expiration of the then-current lease term. Time is of the essence.


		8		LESSOR LESSEE

In witness whereof, LESSOR and LESSEE, intending to be legally bound, have caused this lease to be executed this __30th day of March , 2016 .


LESSOR: CUMMINGS PROPERTIES, LLC		LESSEE: SOLIDENERGY SYSTEMS, LLC

By:	/s/ E. Anderson	By:	/s/ Qichao Hu
	Duly authorized		Duly authorized
		Print name:	Qichao Hu
		Title:	President and CEO

G U A R A N T Y

In consideration of LESSOR making this lease with LESSEE, GUARANTOR hereby personally and unconditionally guarantees the prompt payment of rent by LESSEE and the performance by LESSEE of all financial and nonfinancial obligations arising out of (i) this lease (and all amendments, extensions, and/or assignments thereof) with respect to the premises herein and any new premises that may become subject to this lease, and (ii) LESEE’s use and/or occupancy of any premises managed by LESSOR. The undersigned premises to pay all expenses including reasonable legal and administrative fees incurred by LESSOR in enforcing this guaranty. LESSOR’s consent to any assignments, subleases, amendments, and extensions by LESSEE or to any compromise or release of LESSEE’s liability under this lease, with or without notice to the undersigned, or LESSOR’S failure to notify the undersigned of any default and/or reinstatement of this lease, shall not relieve GUARANTOR from personal liability.

In witness whereof, the undersigned GUARANTOR intending to be legally bound, have caused this guaranty to be executed this day of , 20 .


						Address:
Signature

Print name:

CUMMINGS PROPERTIES, LLC

STANDARD FORM

RIDER TO LEASE

The following additional terms are incorporated into and made a part of the attached lease and in the event of any conflict between any term of this Rider to Lease and the attached lease, the terms of this rider shall govern:

A. SOUTH ESSEX SEWERAGE DISTRICT. With respect to leases at Cummings Center and Dunham Road in Beverly (only), LESSEE shall fully comply with all regulations of the South Essex Sewerage District (SESD) now or hereafter in effect, including prompt filing with LESSOR of any documents required by the SESD. LESSEE agrees to indemnify and hold harmless LESSOR and OWNER from any and all liability arising out of any noncompliance of LESSEE with such regulations.

B. ACTIVITY AND USE LIMITATION. Except as provided below, with respect to leases at Cummings Center in Beverly and leases at 10 and 18 Commerce Way in Wobum (only), the following activities and uses are expressly prohibited at the property of which the premises are a part: residential uses (except for facilities for adult congregate care or assisted living, senior housing, nursing home uses and other adult residential facilities in certain designated areas of the property); child care, day care, or public or private elementary or secondary schools; a public park, playground or playing field, or other activities involving more than casual contact with the ground; cultivation out-of-doors of fruits and vegetables destined for human consumption; and fishing or swimming in the ponds and other waterways on or adjacent to the property. In addition, implementation of a health and safety plan is required for construction, utilities maintenance and other intrusive activities which are likely to involve extensive exposure to or contact with subsurface soils at the property. Notwithstanding the foregoing, residential, school, child care, day care and children’s learning center uses (and associated outside recreational activities and/or associated playground) are authorized in specific locations at Cummings Center and/or 10 and 18 Commerce Way. As to Cummings Center, the Notice of Activity and Use Limitation dated April 26,1996 was recorded at the Essex (South) Registry of Deeds at Book 13533, Page 559, and amended on September 2,1997 (Book 14299, Page 257), June 19, 2003 (Book 21871, Page 314), March 10, 2005 (Book 24047, Page 1), August 11, 2006 (Book 25994, Page 425), and September 17, 2008 (Book 28043, Page 576). As to 10 and 18 Commence Way, the Notice of Activity and Use Limitation dated December 12, 1996 was recorded at the Middlesex (South) Registry of Deeds at Book 26901, Page 293 and registered with the Middlesex Registry District of the Land Court as Document No. 1231513, and amended on September 24, 2002 (Book 36592, Page 499) and September 19, 2007 (Book 50124, Page 578 and Land Court Document No. 01454912).

C. CHANGE IN CORPORATE FORM. If LESSEE is a trust, corporation, partnership or other limited liability entity, LESSEE shall serve written notice to LESSOR within 30 days following the date LESSEE: (a) changes its legal name, (b) merges into or consolidates with a third party, (c) files articles of entity conversion, (d) changes its state of organization/registration or domestication, (e) voluntarily or involuntarily dissolves or revokes its articles of organization, articles of incorporation or other charter documents, or (f) changes any trustee^®.

D. LESSOR, at a total charge to LESSEE of $89,324, to be paid by LESSEE to LESSOR upon LESSEE’S execution of this lease, shall substantially complete, except for punch list items, modifications to the premises according to the mutually agreed upon plan attached hereto (“LESSOR’S Work”) within 90 days following full execution of this lease, approval of final plans and specifications (if any), LESSEE’S full payment of said $89,324 charge, and LESSOR’S receipt of the $334,000 cash security deposit, the $583,300 irrevocable standby letter of credit provided for in Paragraph N below, and a building permit for said modifications (the “Due Date”). The later to occur of (a) August 1, 2016 and (b) the first day following the date upon which LESSOR substantially completes LESSOR’S Work, except for punch list items and less the number of LESSEE Delay Days (defined below) (if any), shall be known as the “Commencement Date.”

E. Notwithstanding monthly rent as provided in Section 1 of this lease, monthly rent due during the later to occur of the following two time periods shall be waived: (i) the month of August 2016, and (ii) the first 30 days following the Commencement Date. The date that is the later to occur of (a) September 1, 2016, and (b) the 31st day following the Commencement Date shall be the “Rent Start Date.”

LESSOR

LESSEE

RIDER TO LEASE

(Continued)

F. Notwithstanding monthly rent as provided in Section 1 of this lease, LESSEE may discount each monthly rental payment due (to be apportioned for any partial month) from the Rent Start Date through the first anniversary of the Turnover Date (only), according to the schedule below, provided LESSOR receives each such monthly payment on or before the fifth day of the month for which such rent is due, and LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of this lease. Time is of the essence. Said discounts shall be as follows:


From the Rent Start Date through the last day of the calendar month in which occurs the 11-month anniversary of the Rent Start Date (the last day of said calendar month, the “Turnover Date”):		discount of $36,311.25 per month

From the first day immediately following the Turnover Date through the first anniversary of the Turnover Date:		discount of $25,026.08 per month

G. In the event LESSEE in any way delays LESSOR’S substantial completion of LESSOR’S Work (which shall include without limitation any additions and/or changes requested by LESSEE to the scope of LESSOR’S Work, any delay in LESSEE making any payment to LESSOR under this lease, any delay in LESSEE providing information to LESSOR for any permits and/or plans, and/or any interference by LESSEE parties with LESSOR’S Work), there shall be no abatement of rent for the number of days of delay (each day, a “LESSEE Delay Day”), and the Due Date shall be extended by the number of days of delay. Time is of the essence.

H. Provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of this lease beyond any applicable notice and cure periods, LESSEE shall have a one-time option to extend this lease, including all terms and escalations herein, for one additional term of five years (the “option term”) by serving LESSOR with written notice of its desire to so extend this lease. The time for serving such written notice shall be not more than 12 months or less than six months (the “Option Notice Period”) prior to the expiration of the initial lease term. Additionally, notwithstanding Section 1 of this lease, annual base rent as of the commencement of the option term shall be recalculated at LESSOR’S then-current published annual rental rate for similar space, which LESSOR shall disclose to LESSEE upon LESSEE’S written request at any time during the Option Notice Period, but shall in no case be less than the annual base rent, plus all “Cost of Living” adjustments, that would otherwise be in effect as of the commencement of the option term. As of the commencement of the option term, the base month from which to determine the amount of each “Cost of Living” adjustment throughout the option term shall be changed to January of the year in which occurs the fifth anniversary of the Commencement Date, the “comparison” month shall be changed to November of the year in which occurs the fifth anniversary of the Commencement Date, and the first adjustment during the option term shall take place with the rent due on January 1 of the year following the year in which occurs the fifth anniversary of the Commencement Date. Time is of the essence.

I. The parties acknowledge and agree that, as of the execution of this lease, not all of the perimeter walls of the premises have been built. Accordingly, upon completion of the modifications provided for herein, LESSOR shall carefully measure the entire premises, and if the size does not equal the total number of square feet set forth in the initial paragraph of this lease, LESSOR shall notify LESSEE in writing of the actual revised square footage and the corresponding increase or decrease in rent and the conditional monthly rental discount provided for in Paragraph F above, based on the same rate(s) per square foot used in this lease, and said actual square footage, adjusted rent, and adjusted conditional monthly rental discount shall be substituted for the corresponding figures in this lease as of the Commencement Date.

J. Notwithstanding anything to the contrary in Section 25 of this lease, LESSEE may use and store hazardous material, as that term is defined in M.G.L. c. 21E, §2, within the premises, in an amount not to exceed LESSEE’S proportionate share of the total hazardous material storage capacity allowed by applicable building code(s) and governmental authorities, provided LESSEE fully complies with all applicable local, state, and federal laws, regulations, ordinances, and bylaws (collectively, “applicable laws”). In the event that any hazardous material and/or hazardous waste, relating to or in any way arising out of LESSEE’S use and/or occupancy of the premises, remains in the premises after the termination of this lease or, if applicable, the date LESSEE otherwise vacates the premises, including but not limited to relocating to a new premises pursuant to an amendment to this lease (in either case, the

LESSOR

LESSEE

RIDER TO LEASE

(Continued)

“Vacate Date”), or in the event that any manifest(s) need to be prepared for the delivery, transport, removal, and/or disposal of any hazardous material and/or hazardous waste to or from the premises (e.g., EPA Form 8700-22) and LESSEE’S authorized representative is unavailable for any reason, LESSEE hereby authorizes LESSOR to execute any and all manifests and related documents necessary to properly effectuate such delivery, transport, removal, and/or disposal on LESSEE’S behalf and at LESSEE’S sole expense using LESSEE’S Hazardous Waste Generator Identification Number. LESSEE shall be solely responsible for and shall indemnify and hold LESSOR and OWNER harmless from any and all liability, damage, and personal injury in any way relating to or arising out of the use, storage, disposal, transport, and/or release of such hazardous material or hazardous waste.

K. Notwithstanding anything in Section 10 of this lease to the contrary, LESSEE’S maintenance and repair obligations shall specifically include, without limitation, monthly inspection, repair, and replacement as needed of (i) all acid neutralization, pH adjustment, and other wastewater treatment tanks and equipment and drain lines into which said tanks and equipment discharge, (ii) backflow preventers and back-up generators, and (iii) all HVAC equipment not exclusively serving office areas, as well as all exhaust and intake fan components, including belts and air filters. LESSEE shall be responsible for semiannual (or more frequent if necessary) cleaning and replenishment of neutralizing materials in all tanks, ensuring that all wastewater discharged from the premises is neutralized to a pH range between 6 and 9, or, in the case of deionized water, is appropriately diluted or treated, and fully complying with all applicable laws. Notwithstanding anything in Section 10 of this lease to the contrary, LESSEE acknowledges and agrees that the plumbing, electrical, and heating and cooling systems exclusively serving the premises shall be maintained by LESSEE, at its sole expense, except that LESSOR shall maintain the restrooms and any of the above systems that exclusively serve(s) the office areas of the premises. LESSEE also agrees to accept all plumbing, electrical, and heating and cooling systems in “as is” condition provided the same are in good working condition when the premises are delivered to LESSEE. Throughout the term of this lease, within 30 days following LESSOR’S request, and on or before the Vacate Date, LESSEE shall provide LESSOR with written evidence from a qualified third party documenting LESSEE’S compliance with the foregoing inspection, repair, and maintenance obligations, and certifying that all such equipment and systems required to be maintained by LESSEE are in good working condition (the “Condition Statement”). Time is of the essence.

L.* On or before the Vacate Date, LESSEE shall, at its sole expense, have the entire premises, including all extensions thereof (e.g. shafts, ducts, etc.) used in any way by LESSEE, cleaned, sanitized, and tested, and shall provide LESSOR with a written certification from a licensed, independent, and certified industrial hygienist (“CIH”) stating that as of the Vacate Date, the entire premises have been cleaned, sanitized, and tested and are free from all harmful chemical, biological, radioactive, or other contamination arising out of LESSEE’S tenancy, that there are no restrictions on future use or occupation by others, including any demolition, modification, and/or disposal of any materials as non-hazardous waste, and that the indoor air quality at the premises is satisfactory. Said cleaning, testing, and certification shall be completed in accordance with all CIH professional standards and all applicable laws and shall include, but not be limited to, all cabinetry, countertops, walls, ceilings, floors, casework, and all other surfaces, all mechanical and HVAC equipment, ductwork, diffusers, return air grilles, filters, make-up air units, exhaust fans, hoods, plumbing lines and fixtures, drains, septic systems (if any), and all acid neutralization, pH adjustment and other wastewater treatment tanks, piping, and equipment. If LESSEE used, stored, and/or disposed of any radioactive materials at, in, on, or near the premises, LESSEE shall provide LESSOR with a written statement from all applicable governmental authorities that the premises have been fully decommissioned in accordance with all applicable laws on or before the Vacate Date.

M.* The premises shall be deemed occupied by LESSEE in accordance with Sections 22 and 27 of this lease unless and until LESSEE has provided, to LESSOR’S satisfaction and/or the satisfaction of LESSOR’S CIH, the required CIH certification, all applicable decommissioning statements, and the Condition Statement, all in accordance with the terms of the three preceding paragraphs.

N. In addition to the $334,000 cash security deposit provided in Section 2 of this lease, LESSEE shall provide to LESSOR and maintain throughout the entire lease term an Irrevocable Letter of Credit negotiable on sight in the amount of $583,300 as security for LESSEE’S obligations under this lease, including without limitation, Paragraphs J, K, L, and M above. Said Letter of Credit shall be issued by a commercial bank acceptable to LESSOR; provide for

LESSOR

LESSEE

RIDER TO LEASE

(Continued)

payment to LESSOR immediately and on sight upon LESSOR’S delivery to the bank of a statement that the drawing represents amounts due to LESSOR from LESSEE under this lease or is otherwise permitted under this lease; terminate no earlier than two months after the termination of this lease; and shall otherwise be in a form acceptable to counsel for LESSOR. In addition, LESSOR shall be entitled to draw on said Letter of Credit and hold the proceeds as a cash security deposit in the event that LESSOR feels insecure about the continuing solvency of the issuing bank. The Letter of Credit or the amount of the Letter of Credit in cash shall be delivered to LESSOR upon LESSEE’S execution of this lease. If cash is paid, LESSOR shall then refund it to LESSEE upon delivery to LESSOR of a Letter of Credit that fully complies with this paragraph. LESSEE shall pay LESSOR for all legal and administrative expenses incurred by LESSOR in connection with drawing on this Letter of Credit.

O. The preceding five paragraphs are key considerations of this lease.

P. Notwithstanding Paragraph N above, LESSEE may, at any time after September 1, 2019, amend the letter of credit to reduce the face amount of said letter of credit from $583,300 to $411,300 by delivering to LESSOR an amendment to said letter of credit evidencing said reduction of the face amount, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of this lease. In addition, LESSEE may, at any time after September 1, 2020, further amend the letter of credit to further reduce the face amount of said letter of credit from $411,300 to $289,300 by delivering to LESSOR an amendment to said letter of credit evidencing said further reduction of the face amount, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of this lease. In addition, if LESSEE exercises the option provided for in Paragraph H above, then, LESSEE may, at any time during the option term, further amend the letter of credit to further reduce the face amount of said letter of credit from $289,300 to $217,300 by delivering to LESSOR an amendment to said letter of credit evidencing said further reduction of the face amount, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of this lease.

Q.* LESSOR consents to LESSEE’S limited non-exclusive access to the roof of the building to perform LESSEE’S maintenance obligations as set forth above (only). LESSEE agrees that the roof is a common area of the building and that no other work shall be carried on or any other equipment installed on the roof without the prior written consent of LESSOR. LESSEE shall be fully responsible for, and agrees to indemnify and hold LESSOR and OWNER harmless from, all property damage and personal injury, including death, associated in any way with the activities of LESSEE parties on the roof and/or the location, installation, or maintenance of said equipment on the roof, including, but not limited to, damage to the watertight integrity of the roof and the roof membrane, caused or contributed to by LESSEE parties.

R. During the first six months following the Commencement Date (only), provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of this lease, LESSEE may install, at LESSEE’S sole expense, an illuminated exterior sign on the building, in a location to be designated by LESSOR and in compliance with LESSOR’S design and construction standards and all applicable ordinances, bylaws, and state and local building codes. LESSEE shall obtain all necessary licenses, permits, and approvals for said sign, and LESSOR’S written consent as to size, graphics, construction, and the like. If applicable, LESSEE shall, at LESSEE’S sole expense, install any and all necessary structural support for said sign (e.g., blocking), remove all existing signage, and patch and finish all holes prior to sign installation. Trees, shrubs, landscaping, and architectural elements may be removed or relocated, also at LESSEE’S sole expense, in connection with such sign installation, with prior written approval of LESSOR.

S.* Following installation, LESSEE shall maintain said sign in good working order and condition. If LESSEE fails to do so, LESSOR may in LESSOR’S sole discretion, elect to have said sign repaired or removed from the building at LESSEE’S sole expense, and LESSEE shall promptly pay all just invoice(s) therefor. In addition, prior to the lease termination or any earlier relocation by LESSEE, LESSEE shall remove, if requested by LESSOR, said sign and restore the premises in accordance with LESSOR’S building and construction standards. Time is of the essence.

T. Provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of this lease on the applicable date below, LESSOR shall, notwithstanding Section 2 of this lease, apply a portion of the $334,000 cash security deposit towards payment of the monthly rental payment due on the applicable date according to the following schedule:

LESSOR

LESSEE

RIDER TO LEASE

(Continued)


Monthly Rental Payment Date	Security Deposit Amount To Be Applied
The Rent Start Date	$	27,120
January 1, 2017	$	27,120
July 1, 2017	$	27,120
January 1, 2018	$	38,405.17
July 1, 2018	$	38,405.17
July 1, 2019	$	63,431.25
July 1, 2020	$	63,431.25
January 1, 2021	$	48,967.16

If LESSEE is in arrears or default such that the applicable portion of the cash security deposit cannot be applied towards the applicable monthly rental payment, then LESSOR shall apply such portion of the security deposit to the next monthly rental payment due following the date LESSEE is next not in arrears or default of this lease.

U.* LESSEE shall have access to the premises seven days per week, 24 hours per day. LESSEE acknowledges and agrees that LESSOR has no responsibility for providing any security services for the premises, and LESSEE assumes all risks in that regard.

V.* LESSEE’S agreement to subordinate this lease to all mortgages and/or other instruments in the nature of a mortgage, now or at any time in the future, is conditional upon the mortgagee’s agreement that LESSEE’S possession will not be disturbed so long as LESSEE is not in default in the payment of rent or any other term hereof.

W.* LESSOR warrants that, as of the date of execution of this lease, the property of which the premises are a part is not encumbered by any mortgage or instrument in the nature of a mortgage.

X.* LESSOR represents that to its knowledge the common areas serving the premises are in compliance with current requirements of the Americans with Disabilities Act of 1991, as amended (the “ADA”) for LESSEE’S use as set forth in Section 3 above. LESSEE shall serve LESSOR with written notice, and LESSOR shall have 60 days from the receipt of such notice to correct any noncomplying element, if LESSEE receives a written determination from any governmental enforcement authority that said common areas are not in compliance with the ADA in effect as of the date hereof. If LESSOR fails to complete, or to be diligently pursuing completion of, any necessary corrective action within said 60-day period, then LESSEE may elect to cancel this lease without penalty by serving LESSOR with 30 days’ prior written notice to that effect within 30 days following the expiration of said 60-day period. Time is of the essence. Cancellation of this lease shall be LESSEE’S exclusive remedy for any failure by LESSOR to comply with this paragraph.

Y. Notwithstanding Section 11 of this lease, LESSEE shall have the one-time right to assign this lease to an entity in which LESSEE owns at least a 50 percent interest, an entity which owns at least a 50 percent interest in LESSEE, an entity which is under common control with LESSEE, or an entity which is formed as a result of a merger or consolidation involving LESSEE, without a security deposit increase being paid to LESSOR and without further consent from LESSOR, provided LESSEE and the assignee (a) jointly serve LESSOR with prior written notice to that effect, together with all required insurance from the assignee, and (b) execute LESSOR’S standard form lease assignment. All other terms of Section 11 of this lease shall govern said assignment in all other respects.

LESSOR

LESSEE

RIDER TO LEASE

(Continued)

Z. Upon LESSEE’S prior written request in each instance, and no more than one time during any 12-month period, LESSOR shall provide to LESSEE reasonable supporting documentation evidencing LESSEE’S proportionate share of any fees or charges relating to utility use at the building and for which LESSOR has invoiced LESSEE.

AA.* LESSOR agrees to maintain casualty insurance in a commercially reasonable amount for the building of which the premises are a part.

BB.* LESSOR agrees that all work to be performed by LESSOR as set forth in the plan attached hereto shall be completed in a good and worker like manner.

CC.* With respect to any condition existing prior to the commencement of LESSEE’S occupancy under this lease, LESSOR shall hold LESSEE harmless from any and all suits, judgments, or liabilities for any “release” as defined in Section 101(22) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or in Mass. G. L. c. 21E, §2 (“c. 21E”), of any “hazardous substance” as defined in Section 101(14) of CERCLA, and/or any “oil” or “hazardous material” as defined in Section 2 of c. 21E as a result of any activity on the property of which the premises are a part occurring prior to LESSEE’S occupancy and not caused or contributed to in any way by LESSEE.

DD.* Whenever LESSOR’S or LESSEE’S consent, agreement, or approval is required under this lease, said consent, agreement, or approval shall not be unreasonably withheld or delayed.

EE.* In the event LESSOR consents to a sublease or an assignment of this lease, LESSEE shall pay LESSOR on the first day of each month throughout the period of the sublease or assignment, 50 percent of any amount by which the payments due to LESSEE under the sublease or assignment exceed the rent payment due from LESSEE to LESSOR for that month. Such amount shall, however, be calculated on a proportionate basis in the case of a sublease of only a portion of the premises.

FF.* In the event this lease is terminated and LESSEE pays LESSOR accelerated rent in accordance with the terms of Section 20 herein, LESSOR shall credit LESSEE for any rents actually received by LESSOR over the balance of this lease term minus all costs incurred by LESSOR in re-letting the premises. LESSOR’S failure to re-let the premises despite LESSOR’S reasonable efforts shall not limit LESSEE’S liability hereunder.

GG. Prior to the lease termination and/or any relocation by LESSEE to another facility of LESSOR, LESSEE may remove laboratory and/or manufacturing equipment (to include the so-called “dry room” and systems serving said “dry room”, such as rooftop equipment and chemical fume hoods), telecommunications equipment, computer equipment, office equipment, and furniture supplied and installed by LESSEE, provided LESSEE has satisfactorily complied with all other terms of this lease, repairs any and all damage resulting from such removal, and restores the premises to their condition prior to the installation of said equipment in full accordance with LESSOR’S construction specifications and guidelines, and in accordance with all applicable building and electrical codes and at LESSOR’S option, either remove or label all wiring and cabling associated with any telecommunications and computer equipment. All such removal, repair, and restoration shall include, at LESSOR’S option, the complete removal of all systems serving said equipment, including without limitation, all piping, conduits, chases, ductwork, rooftop equipment, wiring, and/or other components serving or dedicated to said equipment. LESSEE must complete all such removal, labeling, repair, restoration, and other work prior to the termination date of this lease, and the premises shall not be considered surrendered to LESSOR until LESSEE has fully complied with all the terms of this paragraph and Section 27 of this lease. Time is of the essence.

LESSOR

LESSEE

RIDER TO LEASE

(Continued)

HH. LESSEE hereby releases and discharges LESSOR from all liability and responsibility to LESSEE (by way of subrogation or otherwise) for any and all loss or damage to any real property of any kind, if such loss or damage to such real property is covered by insurance benefiting LESSEE or is required to be covered by insurance pursuant to this lease. LESSOR hereby releases and discharges LESSEE from all liability and responsibility to LESSOR (by way of subrogation or otherwise) for that portion of any loss or damage to any real property of any kind that exceeds five million ($5,000,000) dollars (the “Excess Damages”), if the Excess Damages are covered by insurance benefiting LESSOR or is required to be covered by insurance pursuant to this lease. LESSOR and LESSEE shall each notify its respective insurance carrier, if required in order to make said release binding, that LESSOR’s/LESSEE’s respective release is contained in this lease.


LESSOR: CUMMINGS PROPERTIES, LLC		LESSEE: SOLIDENERGY SYSTEMS, LLC

By:	/s/ E. Anderson	By:	/s/ Qichao Hu
	Duly authorized		Duly authorized
		Print name:	Qichao Hu
4/15		Title:	President and CEO

Exhibit 10.18

CUMMINGS PROPERTIES, LLC

STANDARD FORM

LEASE EXTENSION # 1

In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and SolidEnergy Systems, LLC f/k/a SolidEnergy Systems Corp., LESSEE, at 35-B Cabot Road Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2021, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:

1.	The lease is hereby extended for an additional term of five years and is now currently scheduled to terminate at noon on August 30, 2026 , unless otherwise terminated or extended as provided in the lease.

2.	Effective July 1, 2020, base rent shall be changed to seven hundred sixty nine thousand seven hundred eighty five (769,785) dollars per year or $ 64,148.75 per month.

Effective July 1, 2020 , the base month from which to determine the amount of each annual increase in the “Cost of Living” shall be November 2019, which figure shall be compared with the figure for November 2020, and each November thereafter to determine the increase (if any) in the base rent to be paid during the following calendar year.

The lease, including all terms and escalations, etc., shall be automatically extended for additional successive periods of five years each unless LESSOR or LESSEE serves written notice, either party to the other, of either party’s option to terminate this section, whereupon it will be of no further force or effect. The time for serving such written notice shall be not more than 12 months or less than six months prior to the expiration of the then-current lease term. Time is of the essence.

5.	In consideration of this extension, Paragraph H of the Rider to Lease is hereby deleted and of no further force or effect.

6.	In consideration of this extension, Paragraph P of the Rider to Lease is hereby deleted and of no further force or effect.

Notwithstanding Paragraph N of the Rider to Lease, LESSEE may, at any time after the date this extension is fully executed, amend the letter of credit to reduce the face amount of said letter of credit from $583,300 to $411,300 by delivering to LESSOR an amendment to said letter of credit evidencing said reduction of the face amount, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of the lease. In addition, LESSEE may, at any time after September 1, 2020, further amend the letter of credit to further reduce the face amount of said letter of credit from $411,300 to $289,300 by delivering to LESSOR an amendment to said letter of credit evidencing said further reduction of the face amount, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of the lease. In addition, LESSEE may, at any time after September 1, 2021, further amend the letter of credit to further reduce the face amount of said letter of credit from $289,300 to $217,300 by delivering to LESSOR an amendment to said letter of credit evidencing said further reduction of the face amount, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of the lease.

8.	Effective September 1, 2021, the cumulative “Cost of Living” adjustment effective each January 1 for calendar years 2022, 2023, 2024, 2025, and 2026 (only) shall not average more than three percent per adjustment.

* Each of the parties (i) acknowledges and agrees that it is entering into this extension voluntarily during difficult economic times resulting from a global pandemic, and (ii) hereby fully and finally waives any and all claims whatsoever, it has now or may have in the future, that this extension is unenforceable, in its entirety or in part, due to global, national, or local circumstances relating in any way to the COVID-19 pandemic.

This extension shall not bind any party in any manner whatsoever until it has been executed by all parties. All other terms of the lease shall continue to apply, and to the extent any inconsistency exists between this extension and the lease, the terms herein shall control and supersede any earlier provisions. In witness whereof, LESSOR and LESSEE, intending to be legally bound, have caused this extension to be executed this ___1______ day of ______July_________, 2020.


LESSOR: CUMMINGS PROPERTIES, LLC		LESSEE: SOLIDENERGY SYSTEMS, LLC
By:	/s/ E. Anderson	By:	/s/ Qichao Hu
	Duly authorized		Duly authorized
		Print name: Qichao Hu
09/18		Title: Founder and CEO

Exhibit 10.19

CUMMINGS PROPERTIES, LLC

STANDARD FORM

AMENDMENT TO LEASE # 2

In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and SolidEnergy Systems, LLC LESSEE, at 35-B Cabot Road and Roof Rack Area Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:

1.	Effective February 1, 2021, base rent shall be changed to one million four hundred thirteen thousand six hundred sixty (1,413,660) dollars per year or $117,805 per month.

Effective February 1, 2021, the base month from which to determine the amount of each annual increase in the “Cost of Living” shall be November 2019, which figure shall be compared with the figure for November 2021, and each November thereafter to determine the increase (if any) in the base rent to be paid during the following calendar year.

No oral, facsimile, or electronic (e.g., email, text, social media, etc.) notice has any force or effect under the lease. Delivery of written notice to LESSOR is acceptable by hand or by first class mail, in addition to the methods listed in Section 21 of the lease, but LESSEE bears all risks associated with said delivery methods, including proof of receipt by LESSOR. All other terms of said Section 21 continue to apply

4.	The last grammatical sentence of Section 7 of Lease Extension #1 is hereby deleted and of no further force or effect.

LESSEE acknowledges and agrees that LESSOR is currently holding an irrevocable standby letter of credit (namely, Silicon Valley Bank Irrevocable Standby Letter of Credit Number SVBSF010899 (the “SVB L/C”)) with a face amount of $289,300, pursuant to Paragraph N of the Rider to Lease and Section 7 of Lease Extension #1, and a $48,967.16 cash security deposit pursuant to Section 2 of the lease and Paragraph T of the Rider to Lease. Upon LESSEE’S execution of this amendment, LESSEE shall amend the SVB L/C to increase the face amount of the SVB L/C from $289,300 to $547,400 by delivering to LESSOR an amendment to the SVB L/C, in a form acceptable to LESSOR’S counsel, evidencing said increase of the face amount. Notwithstanding Paragraph N of the Rider to Lease, LESSEE may, at any time after September 1, 2021, amend the SVB L/C to reduce the face amount of said letter of credit from $547,400 to $475,400 by delivering to LESSOR an amendment to the SVB L/C, in a form acceptable to LESSOR’S counsel, evidencing said reduction of the face amount, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of the lease. All other terms of said Paragraph N shall continue to apply. Time is of the essence.

Effective February 1, 2021, the size of the premises shall be increased with the addition of 12-C Cabot Road (“12-C”) and 12-B Cabot Road (“12-B”). The premises shall then consist of (i) approximately 23,370 square feet at 35-B Cabot Road, (ii) approximately 1,290 square feet at the Roof Rack Area, (iii) approximately 15,253 square feet (including 1.1% common area) at 12-C and (iv) approximately 10,588 square feet (including 1.1% common area) at 12-B.

LESSEE agrees to take possession of 12-C and 12-B in “as is” condition, except LESSOR shall, at LESSOR’S cost, within seven days following full execution of this amendment and LESSOR’S receipt of the security deposit increase provided for above, infill the existing drywall opening between 12-C and 12-A Cabot Road using LESSOR’S building-standard materials.

During the first six months after full execution of this amendment (only), provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of the lease, LESSEE may install, at LESSEE’S sole expense, an illuminated exterior sign at 12 Cabot Road, in a location to be designated by LESSOR and in compliance with LESSOR’S design and construction standards and all applicable ordinances, bylaws, and state and local building codes. LESSEE shall obtain all necessary licenses, permits, and approvals for said sign, and LESSOR’S written consent as to content, size, graphics, construction, and the like. If applicable, LESSEE shall, at LESSEE’S sole expense, install any and all necessary structural support for said sign (e.g., blocking), remove any existing signage, and patch and finish any holes prior to sign installation. Any interfering trees, shrubs, landscaping, and architectural elements may be removed or relocated, also al LESSEE’S sole expense, in connection with such sign installation, with prior written approval of LESSOR.


		LESSOR
		LESSEE

W12200623-JRH-F

AMENDMENT TO LEASE

(continued)

* Following installation, LESSEE shall maintain said sign in good working order and condition. If LESSEE fails to do so, LESSOR may in LESSOR’S sole discretion, elect to have said sign repaired or removed from the building at LESSEE’S sole expense, and LESSEE shall promptly pay all just invoice(s) therefor. Prior to the lease termination or any earlier relocation by LESSEE, unless otherwise instructed by LESSOR, LESSEE shall remove said sign and restore the premises in accordance with LESSOR’S building and construction standards. Time is of the essence.

10.

In accordance with Section 12 of the lease, LESSEE, at LESSEE’S sole expense, may make non-structural alterations, additions, or improvements to the premises (“LESSEE’S Work”) for LESSEE’S use of the premises as provided in Section 3 of the lease, within the first six months following full execution of this amendment. Before commencing LESSEE’S Work, LESSEE shall submit to LESSOR for LESSOR’S written consent the following: (i) detailed plans and specifications for LESSEE’S Work; (ii) the name and address of a qualified, licensed, certified, and insured general contractor that LESSEE has retained to perform LESSEE’S Work; and (iii) all other information reasonably requested by LESSOR. Upon receipt of LESSOR’S written consent for LESSEE’S Work, and subject to any conditions LESSOR places thereon, LESSEE shall (a) promptly commence LESSEE’S Work and diligently pursue completion thereof, and (b) perform LESSEE’S Work (1) according to the approved plans and specifications, (2) in a good and skillful manner, (3) in compliance with all applicable laws, regulations, statutes, ordinances, bylaws, codes, and orders (“applicable laws”), (4) in full accordance with all terms of the lease, and (5) in full accordance with LESSOR’S building standards and construction specifications. LESSEE’S Work shall be considered (x) “non-building standard” for maintenance purposes pursuant to Section 10 of the lease, and (y) “allowed alterations” pursuant to Section 12 of the lease. Time is of the essence. Any modifications to the premises that are required by applicable laws due to LESSEE’S use of the premises shall be performed by LESSEE at LESSEE’S sole cost and expense and in accordance with all terms of this section and the lease. LESSEE acknowledges and agrees that LESSOR’S consent to LESSEE’S Work may be conditioned upon LESSOR’S receipt of additional security (in an amount and in a form determined by LESSOR pursuant to an amendment to the lease). Section 12 of the lease shall continue to apply in all other respects.

11.

* Each of the parties (i) acknowledges and agrees that it is entering into this amendment voluntarily during difficult economic times resulting from a global pandemic, and (ii) hereby fully and finally waives any and all claims whatsoever, it has now or may have in the future, that this amendment is unenforceable, in its entirety or in part, due to global, national, or local circumstances relating in any way to the COVID-19 pandemic or other similar situation.

This amendment shall not bind any party in any manner whatsoever until it has been executed by all parties. All other terms of the lease shall continue to apply, and to the extent any inconsistency exists between this amendment and the lease, the terms herein shall control and supersede any earlier provisions, lowliness whereof, LESSOR and LESSEE, intending to be legally bound, have caused this amendment to be executed this ______19________ day of _____February__________, 2020.


LESSOR: CUMMINGS PROPERTIES, LLC		LESSEE: SOLIDENERGV SYSTEMS, LLC
By:	/s/ E. Anderson	By:	/s/ Qichao Hu
	Duly authorized		Duly authorized
		Print name:	Qichao Hu
09/2018		Title:	CEO

Exhibit 10.20

CUMMINGS PROPERTIES LLC

STANDARD FORM

AMENDMENT TO LEASE # 3

In connection with a lease in effect between Cummings Properties, LLC. LESSOR, and SolidEnergy Systems, LLC LESSEE, at 35-B Cabot Road and Roof Rack Area and 12-B and 12-C Cabot Road Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants and obligations (“terms”), as follows:

1.	Effective upon the 12-G Possession Date (defined below), base rent shall be changed to one million four hundred ninety six thousand ten (1,496,010) dollars per year or $ 124,667,50 per month.

Effective upon the 12-G Possession Date, the base month from which to determine the amount of each annual increase in the “Cost of Living” shall be November 2019, which figure small be compared with the figure for November 2021, and each November thereafter to determine the increase (if arty) in the base rent to be paid during the following calendar year.

3.	In consideration of this amendment, the figure “$475,400” in the third sentence of Section 5 of Amendment to Lease #2 is hereby deleted and replaced with the figure “$489,100.” All other terms of said Section 5 shall continue to apply.

Effective on the 12-G Possession Date, the size of the premises shall be increased with the addition of approximately 3,050 square feet (including 1.1% common area) at 12-G Cabot Road (“12-G”). The premises shall then ,consist of (i) approximately 23,370 square feet at 35-B Cabot Road, (ii) approximately 1,290 square feet at the Roof Rack Area, (iii) approximately 10,588 square feet (including 1.1% common area) at 12-B Cabot Road, (iv) approximately 15,253 square feet (including 1.1% common area) at 12-C Cabot Road, and (v) approximately 3,050 square feet (including 1.1% common area) at 12-G.

The panics acknowledge and agree that 12-G is currently under lease to a third party whose lease is currently scheduled to terminate on or about September 30, 2023 (the “Third Party”); and further encumbered by a fourth party’s right of first lease (the “12-G Encumbrance”). Upon full execution of this amendment, LESSOR will endeavor to retire the 12-G Encumbrance and to obtain possession of 12-G from the Third Party prior to the termination date of its lease. The date upon which LESSOR obtains possession of 12-G shall be the “12-G Possession Date.”

6.	In consideration of this amendment, LESSEE shall pay LESSOR a one-time charge of $50,000 upon LESSOR either exercising any relocation rights LESSOR may have under the lease with the Third Party or entering into an agreement for possession of 12-G with the Third Party.

7.	* LESSEE agrees to take possession of 12-G in “as is” condition.

8.	* Notwithstanding anything to the contrary contained in Section 5 of the lease, LESSOR will provide equipment per LESSOR’S building standards to cool all warehouse areas at 12-G (only) between May 1 and November 1.

SolidEnergy Systems Securities Corporation (a MA corp.), 35-B Cabot Road, Woburn. MA 01801, is hereby added as LESSEE in addition to SolidEnergy Systems, LLC, effective as of December 29, 2017. “LESSEE” as used in the lease, including all amendments and extensions thereto, shall refer to SolidEnergy Systems, LLC and SolidEnergy Systems Securities Corporation, and their

responsibility shall be joint and several pursuant to Section 28(g) of the lease. SolidEnergy Systems Securities Corporation shah, upon its execution of this amendment, supply LESSOR with a policy of commercial general liability insurance, which policy shall be effective as of December 9, 2017, together with the declarations page and all applicable riders and endorsements, in the amount of $1,000,000 naming LESSOR and the owner of the building (OWNER) as additional insureds. LESSOR and OWNER shall be included as additional insureds using standard endorsement ISO form CG 20 26 1 1 85, ISO form CG 20 11 01 96 (without exclusions). ISO form CG 20 11 04 13 (without exclusions), or another similar form specifically approved in writing in advance by LESSOR.

10.

This amendment shall not bind any party in any manner whatsoever until it has been executed by all parties All other terms of the lease shall continue to apply, and to the extent any inconsistency exists between this amendment and the lease, the terms herein shall control and supersede any earlier provisions. In witness whereof, LESSOR and LESSEE, intending to be legally bound, have caused this amendment to be executed this ________26_______ day of ________March_______, 2021.


LESSOR: CUMMINGS PROPERTIES, LLC		LESSEE: SOLIDENERGY SYSTEMS, LLC

By:	/s/ E. Anderson	By:	/s/ Qichao Hu
	Duly authorized		Duly authorized
		Print name: Qichao Hu
09/2018		Title: CEO

		LESSEE: SOLIDENERGY SYSTEMS SECURITIES CORPORATION

		By:	/s/ Qichao Hu
			Duly authorized
		Print name: Qichao Hu
		Title: CEO

CUMMINGS PROPERTIES LLC

STANDARD FORM

AMENDMENT TO LEASE # 3

In connection with a lease in effect between Cummings Properties, LLC. LESSOR, and SolidEnergy Systems, LLC LESSEE, at 35-B Cabot Road and Roof Rack Area and 12-B and 12-C Cabot Road Woburn. Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants and obligations (“terms”), as follows:

1.	Effective upon the 12-G Possession Date (defined below), base rent shall be changed to one million four hundred ninety six thousand ten (1,496,010) dollars per year or $ 124,667.50 per month.

Effective upon the 12-G Possession Date, the base month from which to determine the amount of each annual increase in the “Cost of Living” shall be November 2019, which figure shall be compared with the figure for November 2021, and each November thereafter to determine the increase (if any) in the base rent to be paid during the following calendar year.

3.	In consideration of this amendment, the figure “$475,400” in the third sentence of Section 5 of Amendment to Lease #2 is hereby deleted and replaced with the figure “$489,100.” All other terms of said Section 5 shall continue to apply.

Effective on the 12-G Possession Date, the size of the premises shall be increased with the addition of approximately 3,050 square feet (including 1.1% common area) at 12-G Cabot Road (“12-G”). The premises shall then consist of (i) approximately 23,370 square feet at 35-B Cabot Road, (ii) approximately 1.290 square feel at the Roof Rack Area, (iii) approximately 10,588 square feet (including 1.1% common area) at 12-B Cabot Road, (iv) approximately 15,253 square feet (including 1.1% common area) at 12-C Cabot Road, and (v) approximately 3,050 square feet (including 1.1% common area) at 12-G.

The parties acknowledge and agree that 12-G is currently under lease to a third party whose lease is currently scheduled to terminate on or about September 30, 2023 (the “Third Party”); and further encumbered by a fourth party’s right of first lease (the “12-G Encumbrance”). Upon full execution of this amendment. LESSOR will endeavor to retire the 12-G Encumbrance and to obtain possession of 12-G from the Third Party prior to the termination date of its lease. The date upon which LESSOR obtains possession of 12-G shall be the “12-G Possession Date.”

6.	In consideration of this amendment, LESSEE shall pay LESSOR a one-time charge of $50,000 upon LESSOR either exercising any relocation rights LESSOR may have under the lease with the Third Party or entering into an agreement for possession of 12-G with the Third Party.

7.	* LESSEE agrees to take possession of 12-G in “as is” condition.

8.	* Notwithstanding anything to the contrary contained in Section 5 of the lease. LESSOR will provide equipment per LESSOR’S building standards to cool all warehouse areas at 12-G (only) between May 1 and November 1.

SolidEnergy Systems Securities Corporation (a MA corp.), 35-B Cabot Road, Woburn, MA 01801, is hereby added as LESSEE in addition to SolidEnergy Systems, LLC, effective as of December 29, 2017. “LESSEE” as used in the lease, including all amendments and extensions thereto, shall refer to SolidEnergy Systems LLC and SolidEnergy Systems Securities Corporation, and their

responsibility shall be joint and several pursuant to Section 28(g) of the lease. SolidEnergy Systems Securities Corporation shall, upon its execution of this amendment, supply LESSOR with a policy of commercial general liability insurance, which policy shall be effective as of December 9, 2017, together with the declarations page and all applicable riders and endorsements, in the amount of $1,000,000 naming LESSOR and the owner of the building (OWNER) as additional insureds. LESSOR and OWNER shall be included as additional insureds using standard endorsement ISO form CG 20 26 1 1 85, ISO form CG 20 1 I 01 96 (without exclusions). ISO form CG 20 11 04 13 (without exclusions), or another similar form specifically approved in writing in advance by LESSOR.

10.


LESSOR: CUMMINGS PROPERTIES, LLC		LESSEE: SOLIDENERGY SYSTEMS, LLC

By:	/s/ E. Anderson	By:	/s/ Qichao Hu
	Duly authorized		Duly authorized
		Print name: Qichao Hu
09/2018		Title: CEO

		LESSEE: SOLIDENERGY SYSTEMS SECURITIES CORPORATION

		By:	/s/ Qichao Hu
			Duly authorized
		Print name: Qichao Hu
		Title: CEO

Exhibit 10.21

CUMMINGS PROPERTIES, LLC

STANDARD FORM

AMENDMENT TO LEASE # 4

In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and SolidEnergy Systems, LLC and SolidEnergy Systems Securities Corporation, LESSEE, at 35-B Cabot Road and Roof Rack Area and 12-B, 12-C. and 12-G Cabot Road, Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:

1.	Effective December 30, 2021, base rent shall be changed to seven hundred sixty nine thousand seven hundred eighty eight (769,788) dollars per year or $64,149 per month.

Effective December 30, 2021, the base month from which to determine the amount of each annual increase in the “Cost of Living” shall be November 2019, which figure shall be compared with the figure for November 2021, and each November thereafter to determine the increase (if any) in the base rent to be paid during the following calendar year.

Effective December 30, 2021, the size of the premises shall be decreased by approximately 28,891 square feet (including 1.1% common area) with the relinquishment of 12-B, 12-C and 12-G Cabot Road (the “12 Cabot Suites”). The premises shall then consist of (i) approximately 23,370 square feet at 35-B Cabot Road, and (ii) approximately 1,290 square feet at the Roof Rack Area. LESSEE shall vacate the 12 Cabot Suites on or before noon on December 30, 2021. If LESSEE occupies the 12 Cabot Suites beyond noon on December 30, 2021, the 12 Cabot Suites shall continue to be a part of the premises to which all terms of the lease, including without limitation Section 22, shall continue to apply. Time is of the essence.

In consideration of this amendment, in addition to the payment of monthly rent as provided in Sections 1 and 2 above, for the period of January 1, 2022 through August 30, 2026 (only) (the “Relinquishment Period”), LESSEE shall be responsible for monthly relinquishment charges as set forth in the table below, but only to the extent not reduced by the monthly rental payments made by Zwitterco or any other tenant or occupant of the 12 Cabot Suites, as more particularly described in Sections 5 and 6 below. Notwithstanding anything to the contrary contained herein, the monthly relinquishment charge or any portion thereof shall not be due from LESSEE until 30 days after receipt of LESSOR’S Invoice therefor in accordance with Section 6 below. Time is of the essence. Said monthly relinquishment charges are as follows:


Period	Monthly Relinquishment Charge	Yearly Relinquishment Charge
January 1, 2022 to December 31, 2022	$62,334.25	$748,011
January 1, 2023 to December 3 1,2023	$64,149.75	$769,797
January 1, 2024 to December 31, 2024	$65,965.25	$791,583
January 1,2025 to December 31,2025	$67,780.75	$813,369
January 1, 2026 to August 30, 2026	$69,596.25	$556,770*
		*based on eight months

The parties acknowledge and agree that LESSOR and Zwitterco, Inc. (“Zwitterco”) have entered into a lease for the 12 Cabot Suites dated November 18, 2021 (the “Zwitterco Lease”), which is currently scheduled to commence on the date LESSOR obtains possession of said suites. Subject to the terms, conditions, covenants, and obligations of the Zwitterco Lease, LESSOR hereby represents that the Zwitterco Lease includes the following terms: (i) the term of the Zwitterco Lease expires on the last day of the calendar month in which occurs the five-year anniversary of the date LESSOR obtains possession of the 12 Cabot Suites, (ii) Zwitterco shall pay LESSOR a security deposit of $331,100 to be held in accordance with the Zwitterco Lease (the “Zwitterco Deposit”), and (iii) except for Zwitterco’s right to cancel the Zwitterco Lease if LESSOR does not obtain possession of the 12 Cabot Suites by 4:00 PM on December 31, 2021 (only), neither Zwitterco nor LESSOR has an option to cancel the Zwitterco Lease, (iv) LESSOR does not have the right to relocate Zwitterco to another location owned by LESSOR unless Zwitterco is not regularly occupying the premises; and (v) the monthly rental due under the Zwitterco Lease is at least equal to the Monthly Relinquishment Charge set forth above throughout the term of the Zwitterco Lease. LESSOR hereby agrees to enforce Zwitterco’s obligations under the Zwitterco Lease and to diligently pursue all remedies available to LESSOR in the event of a default by Zwitterco in the payment of rent. In the event that the Zwitterco Lease terminates for any reason other than a default by Zwitterco, then LESSEE’S obligation to pay the monthly relinquishment charge shall terminate as of the effective date of the termination of the Zwitterco Lease. If any of the 12 Cabot Suites become available for lease during the Relinquishment Period, LESSOR agrees to use commercially reasonable efforts to re-let said suites, subject to LESSOR’S right to subdivide any suite, at a monthly rental rate at least equal to the Monthly Relinquishment Charge set for above for the applicable period.


		LESSOR
		LESSEE
		LESSEE

W12210664-EJL-E

AMENDMENT TO LEASE

(continued)

Notwithstanding anything to the contrary in Sections 4 and 5 above, upon LESSOR’S receipt of a monthly rental payment from Zwitterco for the 12 Cabot Suites (only) or LESSOR’S receipt of a monthly rental payment from any other tenant or occupant that leases all or a portion of the 12 Cabot Suites during the Relinquishment Period, (i) LESSEE’S monthly relinquishment charge shall be reduced up to the corresponding monthly amount noted in the schedule above (e.g., if Zwitterco pays LESSOR a monthly rent amount for January 2022 that exceeds $62,334.25, then LESSEE’S monthly relinquishment charge owed for January 2022 shall be zero and LESSEE shall not receive a credit for any such excess), (ii) however, if said monthly rental amount received by LESSOR is less than the monthly relinquishment charge stated above, LESSEE shall pay to LESSOR the difference between said amounts within 30 days following receipt of LESSOR’S invoice therefor; provided, however, if any such deficiency is eventually collected from Zwitterco or any other tenant or occupant of 12 Cabot Suites, then such deficiency amount paid by LESSEE shall be refunded. In the event that the Zwitterco Deposit, net of reasonable costs and expenses incurred by LESSOR in connection with the termination of the Zwitterco lease, repairing any damages to the 12 Cabot Suites, certifying the space clean of chemicals and/or other contaminants as a result of Zwitterco’s use of the 12 Cabot Suites, and after deducting any unamortized brokerage fees and construction expenses incurred by LESSOR, is applied by LESSOR to Zwitterco’s rental obligation for the 12 Cabot Suites during the Relinquishment Period, LESSOR will credit said net amount applied toward LESSEE’S relinquishment charge(s) owed. LESSOR’S invoice shall provide an accounting of all monthly rental payments received from Zwitterco or any other tenant or occupant of the 12 Cabot Suites together with reasonable back-up documentation.

At any time prior to the current expiration of the lease, provided LESSEE is not then in arrears of any rent or invoice payment or otherwise in default of the lease, LESSOR agrees to use reasonable efforts to notify LESSEE of either LESSEE’S desire or Zwitterco’s desire to modify or amend the terms of the Zwitterco lease but only to the extent said modifications or amendments would effect any reduction under Section 6 above to LESSEE’S relinquishment payments.

This amendment shall not bind any party in any manner whatsoever until it has been executed by all parties. All other terms of the lease shall continue to apply, and to the extent any inconsistency exists between this amendment and the lease, the terms herein shall control and supersede any earlier provisions. In witness whereof, LESSOR and LESSEE, intending to be legally bound, have caused this amendment to be executed this 30 day of December, 2021.


LESSOR: CUMMINGS PROPERTIES, LLC		LESSEE: SOLIDENERGV SYSTEMS, LLC
By:	/s/ E. Anderson	By:	/s/ Rohit Makharia
	Duly authorized		Duly authorized
		Print name:	Rohit Makharia
		Title:	President and COO


	LESSEE: SOLIDENERGV SYSTEMS SECURITIED CORPORAYION
	By:	/s/ Rohit Makharia
		Duly authorized
	Print name:	Rohit Makharia
09/2021	Title:	President and COO

Exhibit 10.22

STANDARD FORM

RESTRICTED SHARE AWARD

Granted by

SES Holdings Pte. Ltd.

Under the 2021 Share Incentive Plan

This Restricted Share Award is and shall be subject in every respect to the provisions of the Company’s (as defined in the Plan) 2021 Share Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The holder of this Restricted Share Award (the “Holder”) hereby accepts this Restricted Share Award subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives.

1.	Name of Holder: [ ]

2.	Date of Grant: [ ]

3.	Number of Restricted Shares granted under this Restricted Share Award: [ ] ordinary shares in the capital of the Company.

Vesting Schedule: Subject to the Holder being in continued service with the Company at such time, 25% of the shares granted shall vest on the first year anniversary of the date of grant, and following the first year anniversary of the date of grant, and additional 2.0833% of the shares granted shall vest on the last day of each one month period thereafter; so that this Restricted Share Award shall be fully vested on the fourth anniversary of the date of grant. All vesting shall cease upon the date of cessation of service . For the purposes of this Restricted Share Award, the Holder shall be deemed to have ceased to be providing services as of the date the notice of termination of service is tendered or given, unless such notice is withdrawn prior to its effective date.

5.	Company’s Right of First Refusal. Prior to the effective date of a registration statement under the US Securities Act, any shares issued pursuant to this Restricted Share Award shall be subject to the Company’s right of first refusal as set forth at Appendix A.

Lock-Up Agreement. The Holder agrees that upon the request of the Company or the managing underwriter(s) of any offering of securities of the Company that is the subject of a registration statement filed under the US Securities Act, for a period of time (not to exceed one hundred and eighty (180) days, plus such additional number of days (not to exceed thirty five (35)) as may reasonably be requested to enable the underwriter(s) of such offering to comply with Rule 2711(f) of the Financial Industry Regulatory Authority or any amendment or successor thereto) from the effective date of the registration statement under the US Securities Act for such offering, the Holder will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares of the Company owned or controlled by him or her, without the prior written consent of the Company and such underwriters.

Tax Withholding. The Company shall have the authority and right to deduct or withhold, or require the Holder to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable event arising in connection with the shares granted under the Restricted Share Award. The Company shall not be obligated to deliver any shares to the Holder unless and until the Holder shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Holder resulting from the grant or vesting of the shares or the issuance of the shares.

Requirements of Law. The Restricted Share Award and the obligation of the Company to deliver shares hereunder shall be subject in all respects to (i) all applicable federal, state and local laws, rule, and regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Company, in its discretion, determines to be necessary or applicable..

Notice. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered to the office of the Company, SES Holdings Pte. Ltd., 1 Robinson Road, #18-00 AIA Tower, Singapore 048542, attention of the CEO of SES Holdings Pte. Ltd., or such other address as the Company may hereafter designate.

Any notice to be given to the Holder hereunder shall be deemed sufficient if addressed to and delivered in person to the Holder at his or her address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Holder at such address.

IN WITNESS WHEREOF, the parties have executed this Restricted Share Award, or caused this Restricted Share Award to be executed, as of the Date of Grant.


SES Holdings Pte. Ltd.

By:

The undersigned Holder hereby acknowledges receipt of a copy of the Plan and this Restricted Share Award (including Appendix A hereto), and agrees to the terms of this Restricted Share Award and the Plan.

Holder

APPENDIX A

Right of First Refusal

1. General. Prior to the effective date of a registration statement under the Securities Act of 1933, as amended (the “US Securities Act”), covering any shares of the Company (“Shares”) and until such time as the Company shall have effected a public offering of its Shares registered under the US Securities Act, in the event that, at any time when the Holder (which term for purposes of this section shall mean the Holder and his or her executors, administrators and any other person to whom this Restricted Share Award may be transferred by will or the laws of descent and distribution) is permitted to do so, the Holder desires to sell, assign or otherwise transfer any of the shares issued pursuant to the Restricted Share Award, the Holder shall first offer such shares to the Company by giving written notice of the Holder’s desire so to sell, assign or transfer such shares.

2. Notice of Intended Transfer. The notice shall state the number of shares offered, the name of the person or persons to whom it is proposed to sell, assign or transfer such shares and the price at which such shares are intended to be sold, assigned or transferred. Such notice shall constitute an offer to the Company for the Company to purchase the number of shares set forth in the notice at a price per share equal to the price stated therein.

3. Company to Accept or Decline Within Thirty (30) Days. The Company may accept the offer as to all, but not less than all, such shares by notifying the Holder in writing within thirty (30) days after receipt of such notice of its acceptance of the offer. If the offer is accepted, the Company shall have sixty (60) days after such acceptance within which to purchase the offered shares at a price per share as aforesaid. If within the applicable time periods the Holder does not receive notice of the Company’s intention to purchase the offered shares, or if payment in full of the purchase price is not made by the Company, the offer shall be deemed to have been rejected and the Holder may transfer title to such shares within ninety (90) days from the date of the Holder’s written notice to the Company of the Holder’s intention to sell, but such transfer shall be made only to the proposed transferee and at the proposed price as stated in such notice and after compliance with any other provisions of this Restricted Share Award applicable to the transfer of such shares.

4. Transferred Shares to Remain Subject to Right of First Refusal. Shares that are so transferred to such transferee shall remain subject to the rights of the Company set forth in this Appendix A. As a condition to such transfer, such transferee shall execute and deliver all such documents as the Company may require to evidence the binding agreement of such transferee so to remain subject to the rights of the Company.

5. Remedies of Company. No sale, assignment, pledge or other transfer of any of the shares covered by this Restricted Share Award shall be effective or given effect on the books of the Company unless all of the applicable provisions of this Appendix A have been duly complied with, and the Company may inscribe on the face of any certificate representing any of such shares a legend referring to the provisions of this Appendix A. If any transfer of shares is made or attempted in violation of the foregoing restrictions, or if shares are not offered to the

Company as required hereby, the Company shall have the right to purchase such shares from the owner thereof or his transferee at any time before or after the transfer, as herein provided. In addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by actions for specific performance (to the extent permitted by law) and may refuse to recognize any transferee as one of its shareholders for any purpose, including, without limitation, for purposes of dividend and voting rights, until all applicable provisions hereof have been complied with.

6. Shares Subject to Right of First Refusal. For purposes of the Right of First Refusal pursuant to this Appendix A, the term “shares” shall mean any and all new, substituted or additional securities or other property issued to the Holder, by reason of his or her ownership of Shares issued pursuant to the Restricted Share Award, in connection with any share dividend, liquidating dividend, share split or other change in the character or amount of any of the outstanding securities of the Company, or any consolidation, merger or sale of all or substantially all of the assets of the Company.

7. Legends on Share Certificates. Any certificate representing shares subject to the provisions of this Appendix A may have endorsed thereon one or more legends, substantially as follows:

(i)

“Any disposition of any interest in the securities represented by this certificate is subject to restrictions, and the securities represented by this certificate are subject to certain options, contained in a certain agreement between the record holder hereof and the Company, a copy of which will be mailed to any holder of this certificate without charge upon receipt by the Company of a written request therefor.”

(ii)

“The shares represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be pledged, hypothecated, sold or otherwise transferred unless such shares have been registered under the said Act or unless the Company has received an opinion of counsel satisfactory to the Company, in form and substance satisfactory to the Company, that such registration is not required.”

8. Right of First Refusal to Lapse Upon Registration. The restrictions imposed by this Appendix A shall terminate in all respects upon the effective date of a registration statement under the US Securities Act covering any of the Company’s Shares.

Exhibit 10.23

STANDARD FORM

SHARE OPTION

Granted by

SES Holdings Pte. Ltd.

Under the 2021 Share Incentive Plan

This Option is and shall be subject in every respect to the provisions of the Company’s (as defined in the Plan) 2021 Share Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The holder of this Option (the “Holder”) hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives.

1.	Name of Holder: [ ]

2.	Date of Grant: [ ]

3.	Maximum number of shares for

which this Option is exercisable: [ ]

4.	Exercise (purchase) price per share: $[ ]

5.	Method of Exercise: This Option may be exercised by the delivery of written notice to the Company setting forth the number of shares with respect to which the Option is to be exercised, together with payment by one of the following methods:

cash or a personal, certified or bank check or postal money order payable to the order of the Company for an amount equal to the exercise price of the shares being purchased; or

with the consent of the Company, any of the other methods set forth in the Plan.

As an additional condition to exercise of this Option, the Holder shall deliver to the Company an investment letter in form and substance satisfactory to the Company and its counsel. No such investment letter shall be required as a condition to such exercise at any time when there shall be an effective registration statement under the Securities Act of 1933, as amended (the “US Securities Act”) covering the shares for which this Option may be exercised.

6.	Expiration Date of Option:

Vesting Schedule: This Option shall become exercisable for 25% of the maximum number of shares granted on the first anniversary of the Date of Grant, and shall become exercisable for an additional 2.0833% of the maximum number of shares granted on the last day of each one month period thereafter; so that the Option shall be fully vested on the fourth anniversary of the Date of Grant. All vesting shall cease upon the date of termination of employment or provision of services.

8.	Termination. This Option shall terminate on the earliest to occur of:

(i)

the date of expiration thereof;

(ii)

thirty (30) days after termination of the Holder’s employment with or services to the Company by the Company for Cause (as defined in the Plan);

(iii)

ninety (90) days after the date of voluntary termination of employment or services by the Holder (other than for death or permanent and total disability as defined in the Plan);

(iv)

ninety (90) days after the date of termination of the Holder’s employment with or services to the Company by the Company without Cause (other than for death or permanent and total disability as defined in the Plan); or

(v)

one hundred and eighty (180) days after the “permanent and total disability”(as defined at Section 10 of the Plan) or death of the Holder.

9.	Company’s Right of First Refusal. Prior to the effective date of a registration statement under the US Securities Act, any shares issued pursuant to exercise of this Option shall be subject to the Company’s right of first refusal as set forth at Appendix A.

10.

Lock-Up Agreement. The Holder agrees that upon the request of the Company or the managing underwriter(s) of any offering of securities of the Company that is the subject of a registration statement filed under the US Securities Act, for a period of time (not to exceed one hundred and eighty (180) days, plus such additional number of days (not to exceed thirty five (35)) as may reasonably be requested to enable the underwriter(s) of such offering to comply with Rule 2711(f) of the Financial Industry Regulatory Authority or any amendment or successor thereto) from the effective date of the registration statement under the US Securities Act for such offering, the Holder will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares issued pursuant to the exercise of this Option, without the prior written consent of the Company and such underwriters.

11.	Tax Withholding. The Company’s obligation to deliver shares shall be subject to the Holder’s satisfaction of any federal, state and local income and employment tax withholding requirements.

12.

Requirements of Law. The Company shall not be required to sell or issue any shares under any Option or Restricted Share Award if the issuance of such shares shall constitute a violation by the optionee, the Restricted Share Award recipient, or by the Company of any provision of any law or regulation of any governmental authority.

13.

IN WITNESS WHEREOF, the parties have executed this Option, or caused this Option to be executed, as of the Date of Grant.


SES Holdings Pte. Ltd.

By:

The undersigned Holder hereby acknowledges receipt of a copy of the Plan and this Option (including Appendix A hereto), and agrees to the terms of this Option and the Plan.

Holder

APPENDIX A

Right of First Refusal

1. General. Prior to the effective date of a registration statement under the Securities Act of 1933, as amended (the “US Securities Act”), covering any shares of the Company (“Shares”) and until such time as the Company shall have effected a public offering of its Shares registered under the US Securities Act, in the event that, at any time when the Holder (which term for purposes of this section shall mean the Holder and his or her executors, administrators and any other person to whom this Option may be transferred by will or the laws of descent and distribution) is permitted to do so, the Holder desires to sell, assign or otherwise transfer any of the shares issued upon the exercise of this Option, the Holder shall first offer such shares to the Company by giving written notice of the Holder’s desire so to sell, assign or transfer such shares.

2. Notice of Intended Transfer. The notice shall state the number of shares offered, the name of the person or persons to whom it is proposed to sell, assign or transfer such shares and the price at which such shares are intended to be sold, assigned or transferred. Such notice shall constitute an offer to the Company for the Company to purchase the number of shares set forth in the notice at a price per share equal to the price stated therein.

3. Company to Accept or Decline Within Thirty (30) Days. The Company may accept the offer as to all, but not less than all, such shares by notifying the Holder in writing within thirty (30) days after receipt of such notice of its acceptance of the offer. If the offer is accepted, the Company shall have sixty (60) days after such acceptance within which to purchase the offered shares at a price per share as aforesaid. If within the applicable time periods the Holder does not receive notice of the Company’s intention to purchase the offered shares, or if payment in full of the purchase price is not made by the Company, the offer shall be deemed to have been rejected and the Holder may transfer title to such shares within ninety (90) days from the date of the Holder’s written notice to the Company of the Holder’s intention to sell, but such transfer shall be made only to the proposed transferee and at the proposed price as stated in such notice and after compliance with any other provisions of this Option applicable to the transfer of such shares.

4. Transferred Shares to Remain Subject to Right of First Refusal. Shares that are so transferred to such transferee shall remain subject to the rights of the Company set forth in this Appendix A. As a condition to such transfer, such transferee shall execute and deliver all such documents as the Company may require to evidence the binding agreement of such transferee so to remain subject to the rights of the Company.

5. Remedies of Company. No sale, assignment, pledge or other transfer of any of the shares covered by this Option shall be effective or given effect on the books of the Company unless all of the applicable provisions of this Appendix A have been duly complied with, and the Company may inscribe on the face of any certificate representing any of such shares a legend referring to the provisions of this Appendix A. If any transfer of shares is made or attempted in violation of the foregoing restrictions, or if shares are not offered to the Company

as required hereby, the Company shall have the right to purchase such shares from the owner thereof or his transferee at any time before or after the transfer, as herein provided. In addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by actions for specific performance (to the extent permitted by law) and may refuse to recognize any transferee as one of its shareholders for any purpose, including, without limitation, for purposes of dividend and voting rights, until all applicable provisions hereof have been complied with.

6. Shares Subject to Right of First Refusal. For purposes of the Right of First Refusal pursuant to this Appendix A, the term “shares” shall mean any and all new, substituted or additional securities or other property issued to the Holder, by reason of his or her ownership of Shares pursuant to the exercise of this Option, in connection with any share dividend, liquidating dividend, share split or other change in the character or amount of any of the outstanding securities of the Company, or any consolidation, merger or sale of all or substantially all of the assets of the Company.

7. Legends on Share Certificates. Any certificate representing shares subject to the provisions of this Appendix A may have endorsed thereon one or more legends, substantially as follows:

(i)

(ii)

8. Right of First Refusal to Lapse Upon Registration. The restrictions imposed by this Appendix A shall terminate in all respects upon the effective date of a registration statement under the US Securities Act covering any of the Company’s Shares.

Exhibit 10.24


		SES Holdings Pte. Ltd.

SES HOLDINGS PTE. LTD.

Form of Employee Confidentiality, Assignment of Intellectual Property

and Noncompetition Agreement

In consideration and as a condition of my employment by SES Holdings Pte. Ltd. (the “Company”), I agree as follows:

1. Proprietary Information. I agree that all information, whether or not in writing, concerning the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Proprietary Information”) is and will be the exclusive property of the Company. By way of illustration, Proprietary Information may include information or material which has not been made generally available to the public, such as: (a) corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information, including strategies, methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; and (d) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions, improvements, concepts and ideas; and (e) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure, performance evaluations and termination arrangements or documents. Proprietary Information also includes information received in confidence by the Company from its customers or suppliers or other third parties.

2. Recognition of Company’s Rights. Except as provided herein, I will not, at any time, without the Company’s prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of my duties as an employee of the Company. I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies of Proprietary Information in my possession or control upon the earlier of a request by the Company or termination of my employment.

Notwithstanding anything to the contrary in this Agreement or any other agreement between me and the Company, I understand that nothing in this Agreement or any other agreement between me and the Company prohibits, or is intended in any manner to prohibit, me from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the United States Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of law or regulation. I do not need the prior authorization of anyone at the Company or the Company’s legal counsel to make any such reports or disclosures, and I am not required to notify the Company that I have made such reports or disclosures. I further understand that nothing in this Agreement is intended to interfere with or restrain the immunity provided under 18 U.S.C. Section 1833(b) for confidential disclosures of trade secrets to government officials, or lawyers, solely for the purpose of reporting or investigating a suspected violation of law; or in a sealed filing in court or other proceeding.

3. Rights of Others. I understand that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of proprietary information. I agree to be bound by the terms of such agreements in the event I have access to such proprietary information.

4. Commitment to Company; Avoidance of Conflict of Interest. While an employee of the Company, I will devote my full-time efforts to the Company’s business and I will not engage in any other business activity that conflicts with my duties to the Company. I will advise the CEO of the Company or his or her nominee at such time as any activity of either the Company or another business presents me with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. I will take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist.

5. Developments. I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment. I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all my right, title and interest in all Developments that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

Except as set forth on Exhibit A attached hereto, I represent that there are no Developments that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (“Prior Inventions”) and no patents and patent applications in which I am named as an inventor, other than those which have been assigned to the Company (“Other Patent Rights”), in either case that relate in any way to the business of the Company as it is currently or as it is proposed to be conducted. If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. If, in the course of my employment with the Company, I incorporate a

Prior Invention into a Company product, process or machine or other work done for the Company, I hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent.

This Agreement does not obligate me to assign to the Company any Development which, in the sole judgment of the Company, reasonably exercised, is developed entirely on my own time and does not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company. However, I will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. I understand that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 5 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. I also hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Company-Related Developments.

6. Documents and Other Materials. I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times.

All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of

priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

8. Non-Competition and Non-Solicitation.

(a) Definitions and Acknowledgements.

(i) I understand and acknowledge that the Company’s market for its existing and/or proposed products and services is worldwide, and that the competitors for the Company’s existing and proposed products and services are located or may be located worldwide. I also understand and acknowledge that, given the nature of my job, I will be providing services and will have a material presence on a worldwide basis. Further, I understand and acknowledge that, during the course of my employment with the Company, I will be given access to and will help develop Proprietary Information, which if such Proprietary Information were released to the general public or to a competitor, would place the Company at an unfair disadvantage with its competitors. I also understand that my position with the Company may require me to interact with, cultivate, and maintain relationships with the Company’s customers, prospective customers, vendors and suppliers. Therefore, I agree that the restrictions set forth in this Section 8 are necessary in order to protect the Company’s Proprietary Information and good will.

(ii) As used in this Agreement, the “Restricted Period” means during the employment and for a period of one year after the termination of the employment for any reason. Notwithstanding the foregoing, I agree that in the event that, during the Restricted Period, I have violated Section 8 of this Agreement or have breached my fiduciary duty of loyalty to the Company, then the Restricted Period shall be extended for an additional period of one year.

(iii) As used in this Agreement, “Competitive Acts” shall mean providing services and/or engaging in duties and responsibilities that are the same or substantially similar to any of the services, duties and/or responsibilities in which I engaged during the last two years of my employment with the Company.

(iv) As used in this Agreement, “Cause” for termination shall mean that the Company has (a) a reasonable basis for dissatisfaction with my performance, entertained in good faith, for reasons such as lack of capacity or diligence, failure to conform to the Company’s standards of conduct, or other culpable or inappropriate behavior, or (b) grounds for discharge reasonably related, in the Company’s honest judgment, to the needs of the Company’s business.

(b) Non-Solicitation. I agree that during the Restricted Period, I will not, on my own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity other than the Company:

(i) call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers of the Company or, as to prospective customers, those with whom I had material contact while at the Company; and/or

(ii) solicit, entice, attempt to persuade any other employee or consultant of the Company or supplier to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company as a consultant or who was employed or engaged by the Company.

(c) Non-Competition. I agree that during the Restricted Period, I will not, on my own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity other than the Company (except as a holder of not more than one (1%) percent of the stock of a publicly held company), engage in Competitive Acts for Quantumscape Corporation, Sion Power Corporation, Ionic Materials Inc., or Solid Power Inc., or their respective subsidiaries, or any entities that directly, or indirectly through one or more intermediaries, control or own, are controlled by or owned by, or are under common control with or common ownership with the above-named companies. I understand that, unless this clause is waived by the Company or I violate the terms of this Agreement, during the one-year period following my termination for any reason, the Company will pay me, as part of its regular payroll process, $1,000, subject to usual employment taxes and withholdings. Notwithstanding the foregoing, this section 8(c) shall not be effective (and the compensation described herein will not be paid) in the event that I am terminated by the Company without Cause or as part of a Company layoff.

9. Government Contracts. I acknowledge that the Company may have from time to time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. I agree to comply with any such obligations or restrictions upon the direction of the Company. In addition to the rights assigned under Section 5, I also assign to the Company (or any of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies.

10. Prior Agreements. I hereby represent that, to the best of my knowledge, I am not bound by the terms of any agreement with any previous employer to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

11. Remedies Upon Breach. I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief, without the posting of a bond. If I violate this Agreement, in addition to all other remedies available to the Company at law, in equity, and under contract, I agree that I am obligated to pay all the Company’s costs of enforcement of this Agreement, including attorneys’ fees and expenses.

12. Use of Voice, Image and Likeness. I give the Company permission to use any and all of my voice, image and likeness, with or without using my name, in connection with the products and/or services of the Company, for the purposes of advertising and promoting such products and/or services and/or the Company, and/or for other purposes deemed appropriate by the Company in its reasonable discretion, except to the extent expressly prohibited by law.

13. Publications and Public Statements. I will obtain the Company’s written approval before publishing or submitting for publication any material that relates to my work at the Company and/or incorporates any Proprietary Information. To ensure that the Company delivers a consistent message about its products, services and operations to the public, and further in recognition that even positive statements may have a detrimental effect on the Company in certain securities transactions and other contexts, any statement about the Company which I create, publish or post during my period of employment and for six (6) months thereafter, on any media accessible by the public, including but not limited to electronic bulletin boards and Internet-based chat rooms, must first be reviewed and approved by an officer of the Company before it is released in the public domain.

14. No Employment Obligation. I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment. I acknowledge that, unless otherwise agreed in a formal written employment agreement signed on behalf of the Company by an authorized officer, my employment with the Company is at will and therefore may be terminated by the Company or me at any time and for any reason, with or without cause.

15. Survival and Assignment by the Company. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. The Company will have the right to assign this Agreement to its affiliates, successors and assigns. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be resigned at the time of such transfer.

16. Exit Interview. If and when I depart from the Company, I may be required to attend an exit interview and sign an “Employee Exit Acknowledgement” to reaffirm my acceptance and acknowledgement of the obligations set forth in this Agreement. For twelve (12) months following termination of my employment, I will notify the Company of any change in my address and of each subsequent employment or business activity, including the name and address of my employer or other post-Company employment plans and the nature of my activities.

17. Disclosure to Future Employers. I will provide a copy of this Agreement to any prospective employer, partner or coventurer prior to entering into an employment, partnership or other business relationship with such person or entity.

18. Severability. In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

19. Interpretation. This Agreement will in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts. I hereby agree to consent to personal jurisdiction of the courts situated within the Commonwealth of Massachusetts for purposes of enforcing this Agreement, and waive any objection that I might have to personal jurisdiction or venue in those courts.

[End of Text]

BY PLACING MY SIGNATURE HEREUNDER, I ACKNOWLEDGE THAT I HAVE CAREFULLY READ ALL THE PROVISIONS OF THIS AGREEMENT, THAT I HAVE BEEN ADVISED TO AND HAVE HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS AGREEMENT, THAT I AM SATISFIED THAT I UNDERSTAND IT COMPLETELY, AND THAT I AGREE TO ALL OF ITS TERMS.

IN WITNESS WHEREOF, the undersigned has executed this agreement as a sealed instrument as of the date set forth below.

Signed_____________________

Type or print name:

Date:


ACKNOWLEDGED AND AGREED:

SES HOLDINGS PTE. LTD.

By:
Name:
Title:

EXHIBIT A

To: SES HOLDINGS PTE. LTD.

From:

Date:

SUBJECT: Prior Inventions

Except as set forth below, there are no inventions or improvements relevant to the subject matter of my employment with the Company, or that relate in any way to the business of the Company as it is currently or as it is proposed to be conducted, that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement:

No inventions or improvements

See below:

Additional sheets attached

Except as set forth below, there are no patents and patent applications in which I have been named as an inventor relevant to the subject matter of my employment with the Company, or that relate in any way to the business of the Company as it is currently or as it is proposed to be conducted, other than those which have been assigned to the Company:

None

See below:

Exhibit 21.1

Subsidiaries of Registrant


Name		State or Country of Organization
SolidEnery Systems, LLC		Delaware
SolidEnergy Systems (Shanghai) Co., Ltd.		China
SolidEnergy Systems Securities Corporation		Massachusetts
Viking Power Systems Pte. Ltd.		Singapore
Massachusetts Solid Energy Co. Ltd (Korea)		South Korea

Exhibit 99.1

LOGO

SES Announces Closing of Business Combination with

Ivanhoe Capital Acquisition Corp.

The combined company to begin trading on the New York Stock Exchange on February 4, 2022 under the ticker symbols “SES” and “SES WS”

BOSTON, MA – February 3, 2022 – SES AI Corporation (“SES”), a global leader in the development and production of high-performance lithium-metal (Li-Metal) rechargeable batteries for electric vehicles (EVs) and other applications, announced today that it has closed the previously announced business combination of SES Holdings Pte. Ltd. and Ivanhoe Capital Acquisition Corp. (“Ivanhoe”).

The transaction was approved by Ivanhoe shareholders on February 1, 2022. In connection with the transaction, Ivanhoe was renamed “SES AI Corporation.” The Class A common stock and warrants of SES will commence trading on the New York Stock Exchange on February 4, 2022, under the new ticker symbols, “SES” and “SES WS”, respectively.

“Today marks a significant milestone for us. The capital raised through this transaction is expected to provide SES with the necessary proceeds to continue accelerating its growth and fund key development initiatives. Key partnerships with world-class automakers strengthen the commercialization of SES’ technology and help position it to emerge as a leading global Li-Metal battery supplier. We expect to deliver strong value for our internal and external stakeholders over time as we continue to execute on our development and production plans to bring next generation lithium metal battery technology to global EV manufacturers,” said Qichao Hu, SES’s founder and Chief Executive Officer.

An upsized $275 million common stock PIPE offering priced at $10.00 per share also closed on February 3, 2022, immediately prior to the closing of the business combination. The PIPE investors include multiple industry leading OEMs and strategic partners as well as premier financial investors such as: Honda Motor Co. Ltd., General Motors, Hyundai Motor Company, Geely Holding Group, Kia Corporation, SAIC Motor, Koch Strategic Platforms, LG Technology Ventures, Foxconn, Vertex Ventures, Fidelity Investments Canada ULC (certain funds), and Franklin Templeton. SES investors also include SK Inc., Temasek, Tianqi Lithium, and Applied Materials.

Goldman Sachs & Co. LLC served as exclusive financial advisor, Deutsche Bank Securities served as exclusive capital markets advisor and White & Case LLP served as legal advisor to SES. Morgan Stanley & Co. LLC served as sole placement agent on the PIPE offering and as exclusive financial advisor to Ivanhoe. Kirkland & Ellis LLP served as legal advisor to Ivanhoe. ICR, LLC served as communications advisor to SES.

About SES

SES is a global leader in development and production of high-performance Li-Metal rechargeable batteries for electric vehicles (EVs) and other applications. Founded in 2012, SES is an integrated Li-Metal battery manufacturer with strong capabilities in material, cell, module, AI-powered safety algorithms and recycling. Formerly known as SolidEnergy Systems, SES is headquartered in Boston and has operations in Singapore, Shanghai, and Seoul. To learn more about SES, please visit: ses.ai/investors/

About Ivanhoe Capital Acquisition Corp.

Prior to the business combination, Ivanhoe Capital Acquisition Corp. (NYSE: IVAN) was a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Ivanhoe was formed to seek a target in industries related to the paradigm shift away from fossil fuels towards the electrification of industry and society.

Forward-looking statements

This press release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding SES’s or its management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “project,” “forecast,” “predict,” “possible,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” and other similar expressions that predict or indicate future events or trends that are not statements of historical matters may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on SES’s current expectations and beliefs concerning future developments and involve a number of risks, uncertainties (some of which are beyond SES’s control) or other assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: changes in domestic and foreign business, market, financial, political and legal conditions; the failure to realize the anticipated benefits of the business combination; risks relating to the uncertainty of the projected financial information with respect to SES; risks related to the development and commercialization of SES’s battery technology and the timing and achievement of expected business milestones; the effects of competition on SES’s business; the risk that the business combination disrupts current plans and operations of SES as a result of the consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; risks relating SES’s history of no revenues and net losses; the risk that SES’s joint development agreements and other strategic alliances could be unsuccessful; risks relating to delays in the design, manufacture, regulatory approval and launch of SES’s battery cells; the risk that SES may not establish supply relationships for necessary components or pay components that are more expensive than anticipated; risks relating to competition and rapid change in the electric vehicle battery market; safety risks posed by certain components of SES’s batteries; risks relating to machinery used in the production of SES’s batteries; risks relating to the willingness of commercial vehicle and specialty vehicle operators and consumers to adopt electric vehicles; risks relating to SES’s intellectual property portfolio; the ability of the combined company to issue equity or equity-linked securities or obtain debt financing in the future and those factors discussed under the heading “Risk Factors,” in the definitive proxy statement/prospectus relating to the business combination, and other documents of SES filed, or to be filed, with the SEC. There may be additional risks that SES does not presently know or that SES currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SES’s expectations, plans or forecasts of future events and views only as of the date of this press release. SES anticipates that subsequent events and developments will cause its assessments to change. However, while SES may elect to update these forward-looking statements at some point in the future, SES specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing

SES’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact Information

Media: Irene Lam ilam@ses.ai

Investors: SESIR@icrinc.com

SOURCE: SES AI Corporation

Exhibit 99.2

LOGO

SES Begins Trading Today on the New York Stock Exchange Under the Symbol “SES”

•

Listing follows completion of business combination with Ivanhoe Capital Acquisition Corp.

•

SES to ring opening bell at the New York Stock Exchange today at 9:30am ET

BOSTON, MA – February 4, 2022 – SES AI Corporation (SES), a global leader in the development and production of high-performance lithium-metal (Li-Metal) rechargeable batteries for electric vehicles (EVs) and other applications, announced today that its Class A common stock and warrants will begin trading on the New York Stock Exchange today under the ticker symbols “SES” and “SES.WS”, respectively.

Management will participate in an opening bell ceremony at the New York Stock Exchange today in celebration of the public listing, following the completion of a business combination with Ivanhoe Capital Acquisition Corp.

“Today we celebrate an important milestone in a journey that we began a decade ago as a spin-out company of the Massachusetts Institute of Technology,” said Qichao Hu, SES Founder and Chief Executive Officer. “Now we’re a leading global developer and producer of high-performance Li-Metal batteries with investments from six major global car manufacturers and ‘A-sample’ joint development agreements with three of them,” he said.

Global auto manufacturers Geely Holding Group, General Motors, Honda Motor Co. Ltd., Hyundai Motor Company, Kia Corporation, SAIC Motor and Foxconn have all invested in SES. In addition, SES has entered into “A-sample” joint development agreements with General Motors, Honda, Hyundai and Kia. In November, SES announced that it is building Shanghai Giga, a new 300,000 square foot facility in Shanghai scheduled for completion in 2023, and unveiled the world’s first greater than 100 Amp Hour (Ah) Li-Metal battery.

“We want to thank the entire SES team for all of their hard work and our partners at Ivanhoe as well as our other investors for their support,” added Mr. Hu. “We wouldn’t have been able to do this without them,” he said. “The capital raised through this transaction along with our new access to the public markets will help us to execute our development and production plans to bring next generation battery technology to global EV manufacturers.”

Ivanhoe Capital Acquisition Corp.’s Chairman and Chief Executive Officer Robert Friedland is continuing as a director of the combined company. Mr. Friedland is a renowned mining entrepreneur and technology innovator, who is the Founder and Executive Co-Chairman of Ivanhoe Mines, a leading mining and mineral exploration company focused on strategic “electric” metals and listed on the Toronto Stock Exchange (TSX) under the ticker “IVN”. He also is a member of both the American and Canadian Mining Halls of Fame.

“I am delighted to be joining the SES success story,” said Mr. Friedland. “We are firmly aligned with many of the world’s leading auto manufacturers in our confidence that SES’s proprietary Li-Metal batteries will make SES the only next-generation battery technology company to succeed in commercializing its batteries by the middle of this decade. Deep vertical integration between miners producing ethically-sourced “green metals” and major electric auto makers is coming soon and will be of profound, long-term importance to all involved stakeholders.”

SES’s Li-Metal battery is expected to enable the next generation of high-range and affordable EVs. The Li-Metal approach provides the superior energy density of Li-Metal via the proven manufacturing efficiencies of lithium-ion batteries. SES’s Li-Metal batteries use a high-energy-density Li-Metal anode, a protective anode coating, a proprietary high-concentration solvent-in-salt liquid electrolyte, and artificial intelligence (“AI”) safety features that allow for greater performance and manufacturing efficiencies than today’s all-solid-state Li-Metal batteries.

Advisors

About SES

Forward-looking statements

expensive than anticipated; risks relating to competition and rapid change in the electric vehicle battery market; safety risks posed by certain components of SES’s batteries; risks relating to machinery used in the production of SES’s batteries; risks relating to the willingness of commercial vehicle and specialty vehicle operators and consumers to adopt electric vehicles; risks relating to SES’s intellectual property portfolio; the ability of the combined company to issue equity or equity-linked securities or obtain debt financing in the future and those factors discussed under the heading “Risk Factors,” in the definitive proxy statement/prospectus relating to the business combination, and other documents of SES filed, or to be filed, with the SEC. There may be additional risks that SES does not presently know or that SES currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SES’s expectations, plans or forecasts of future events and views only as of the date of this press release. SES anticipates that subsequent events and developments will cause its assessments to change. However, while SES may elect to update these forward-looking statements at some point in the future, SES specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing SES’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact Information

Media: Irene Lam ilam@ses.ai

Investors: SESIR@icrinc.com

SOURCE: SES AI Corporation

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information present the combination of the financial information of Ivanhoe and Old SES adjusted to give effect to the Business Combination and other events contemplated by the Business Combination Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786.

The unaudited pro forma condensed combined financial information presents the pro forma effects of the following transactions:

•

the issuance and sale of 27,450,000 shares of New SES Class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $274.5 million pursuant to the Subscription Agreements; and

•

The Business Combination and other events contemplated by the Business Combination Agreement.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical unaudited condensed balance sheet of Ivanhoe as of September 30, 2021 and the historical unaudited condensed consolidated balance sheet of Old SES as of September 30, 2021 on a pro forma basis as if the Business Combination and other events contemplated by the Business Combination Agreement, summarized below had been consummated on September 30, 2021.

The unaudited pro forma condensed combined statement of operations and comprehensive loss for the nine months ended September 30, 2021 combines the historical unaudited condensed statement of operations of Ivanhoe and the historical unaudited condensed consolidated statement of operations and comprehensive loss of Old SES for the nine months ended September 30, 2021. The unaudited pro forma condensed combined statement of operations and comprehensive loss for the twelve months ended December 31, 2020 combines the historical audited statement of operations of Ivanhoe for the period from July 8, 2020 (inception) through December 31, 2020 and the historical audited consolidated statement of operations and comprehensive loss of Old SES for the year ended December 31, 2020. The unaudited pro forma condensed combined statements of operations and comprehensive loss have been prepared on a pro forma basis as if the Business Combination and other events contemplated by the Business Combination Agreement, summarized below had been consummated on January 1, 2020, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information does not necessarily reflect what the post-combination company’s financial condition or results of operations would have been had the Business Combination and related transactions occurred on the dates indicated. The pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included in the Proxy Statement/Prospectus:

Ivanhoe

(i)

historical audited financial statements of Ivanhoe as of December 31, 2020 and for the period from July 8, 2020 (inception) through December 31, 2020 and

(ii)

historical unaudited condensed financial statements of Ivanhoe as of and for the nine months ended September 30, 2021.

Old SES

(i)

historical audited consolidated financial statements of Old SES as of and for the year ended December 31, 2020; and

(ii)

historical unaudited condensed consolidated financial statements of Old SES as of and for the nine months ended September 30, 2021.

and other information relating to Ivanhoe and Old SES included in the Proxy Statement/Prospectus including the Business Combination Agreement.

The unaudited pro forma condensed combined financial information should also be read together with “Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “SES’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in the Proxy Statement/Prospectus.

Description of the Business Combination

On February 3, 2022, pursuant to the terms of the Business Combination Agreement and in connection with the closing of the Business Combination (the “Closing”), Ivanhoe migrated out of the Cayman Islands and domesticated as a Delaware corporation prior to the Closing (the “Domestication”) and changed its name to “SES AI Corporation” (“New SES,” “SES,” or the “Company”). Further, Amalgamation Sub merged with and into Old SES, with Old SES as the surviving company. As a result, Old SES became a wholly owned subsidiary of New SES. Upon the consummation of the Business Combination, the following occurred:

•

Each Old SES common stock, excluding shares held by the SES Founder Group, and each redeemable convertible preferred share that was outstanding immediately prior to the Closing was cancelled and converted into a number of fully paid and nonassessable shares of New SES Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole number;

•

Each Old SES common stock held by the SES Founder Group that was outstanding immediately prior to the Closing was cancelled and converted into a number of fully paid and nonassessable shares of New SES Class B common stock equal to the Exchange Ratio, rounded down to the nearest whole number. The shares of New SES Class B common stock have the same economic rights as the shares of New SES Class A common stock, but each share of New SES Class B common stock is entitled to 10 votes, and each share of New SES Class A common stock is entitled to 1 vote, in each case, on each matter submitted for a vote of the New SES stockholders;

•

Each Old SES restricted share that was issued, outstanding and subject to restrictions (including vesting) immediately prior to the Closing was assumed by New SES and converted into a number of shares of restricted New SES Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole number, and are subject to the same terms and conditions as were applicable prior to the Closing; and

•

Each Old SES option that was outstanding immediately prior to the Closing, whether vested or unvested, was assumed by New SES and converted into an option to acquire New SES Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio, rounded down to the nearest whole number.

Other Events in connection with the Business Combination

Other events that took place in connection with the Business Combination are summarized below:

•

Old SES common stock and redeemable convertible preferred stock shareholders and Old SES option and restricted shareholders are entitled to receive 29,999,947 earn-out shares of New SES common stock (valued at $10.00 per share), including 23,691,182 shares of New SES Class A common stock (the “Earn-out Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock, 2,308,969 New SES Class A restricted common stock (the

“Earn-out Restricted Shares”) issued to Old SES option holders and pre-Closing recipients of Old SES restricted shares and 3,999,796 shares of New SES Class B common stock issued to the SES Founder Group (“Founder Earn-out Shares”). The Earn-Out Shares and the Founder Earn-Out Shares (collectively, the “Escrowed Earn-Out Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of New SES Class A common stock is equal to or greater than $18.00 during the period beginning on the date that is one year following the Closing of the Business Combination and ending on the date that is five years following the Closing. The Earn-Out Restricted Shares are subject to vesting based on the same terms as the Earn-Out Shares and are also subject to forfeiture if such recipient’s service with New SES terminates prior to the vesting.

•

6,900,000 shares of Ivanhoe’s Class B ordinary shares (the “Sponsor Earn-Out Shares”) held by Ivanhoe Capital Sponsor LLC’s (the “Sponsor”) converted, on a one-for-one basis, into shares of Ivanhoe Class B common stock upon Domestication and, immediately following the Domestication, converted into Ivanhoe Class A common stock and at Closing converted into an equal number of Class A common stock of New SES. The equivalent Class A common stock of New SES are legally issued and outstanding. These Sponsor Earn-out Shares are subject to the certain transfer restrictions and forfeiture terms following the Closing and released as follows:

•

20% are subject to transfer restrictions until the date that is 180 days after the Closing (“Tranche 1”);

•

20% are subject to transfer restrictions until New SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”);

•

20% are subject to transfer restrictions until New SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”);

•

20% are subject to transfer restrictions until New SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and

•

20% are subject to transfer restrictions until New SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”).

If there is a change in control of New SES after the Business Combination at a per share value of greater than $18.00, then 100% of the Sponsor Earn-Out Shares will be released from these transfer restrictions, however if the per share value is less than $18.00 upon a change in control, then these Sponsor Earn-out Shares will be released on a pro rata basis and any Sponsor Earn-Out Shares not released pursuant to the preceding sentence will be forfeited and cancelled.

As a result, all holders of Old SES common stock, options and restricted shares received shares of New SES Class A and Class B common stock, after giving effect to the Exchange Ratio, resulting in 264,495,644 shares of New SES Class A common stock, including 26,000,151 Earn-Out Shares in the form of New SES Class A common stock issued (including 23,691,182 shares issued and held in escrow for the benefit of the former holders of Old SES common and redeemable convertible preferred stock and 2,308,969 shares issued to SES option holders and pre-Closing recipients of SES restricted share), 2,273,727 restricted shares of New SES Class A common stock issued at Closing to pre-Closing recipients of Old SES restricted shares and 43,881,251 shares of New SES Class B common stock issued and outstanding, including 3,999,796 Founder Earn-Out Shares issued and held in escrow. Additionally, 20,748,976 shares are reserved for the potential future issuance of New SES Class A common stock upon the exercise of New SES stock options.

In connection with the Closing, Ivanhoe and Continental Stock Transfer & Trust Company (“Continental”), Ivanhoe’s warrant agent, amended and restated its existing Warrant Agreement, dated as of January 6, 2021 (as amended and restated, the “Amended and Restated Warrant Agreement” and, such amendment, the “Warrant Amendment”), pursuant to which certain changes were implemented that resulted in the Ivanhoe IPO Warrants (as defined in the Proxy Statement/Prospectus) being accounted for as equity within the balance sheet of Ivanhoe, immediately prior to the Closing, instead of as a liability measured at fair value with non-cash fair value adjustments recorded in earnings at each reporting period. On February 1, 2022, the warrant holders of Ivanhoe approved and consented to the Warrant Amendment. Such Ivanhoe IPO Warrants will be assumed by New SES and will be accounted for as an equity instrument following the Closing.

Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in conformity with GAAP. Under this method of accounting, Ivanhoe has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Old SES stockholders comprising a relative majority of the voting power of New SES and having the ability to designate a majority of the board of directors of New SES, Old SES’s operations prior to the acquisition comprising the only ongoing operations of New SES, and Old SES’s senior management comprising a majority of the senior management of New SES. Accordingly, for accounting purposes, the financial statements of New SES will represent a continuation of the financial statements of Old SES with the Business Combination being treated as the equivalent of Old SES issuing stock for the net assets of Ivanhoe, accompanied by a recapitalization. The net assets of Ivanhoe will be stated at historical costs, with no goodwill or other intangible assets recorded.

As mentioned above, Old SES option holders and pre-Closing recipients of Old SES restricted shares received their Earn-Out Shares in the form of restricted shares of New SES at Closing, and are subject to vesting based on the same terms as the Earn-Out Shares and are subject to forfeiture if such pre-Closing restricted share recipients’ service with New SES terminates prior to the vesting. These restricted shares are accounted for as equity awards issued to employees subject to time and market vesting conditions. The Earn-Out shares issued to SES shareholders upon achievement of vesting condition will be classified as an equity instrument as it would be indexed to the common stock of New SES. See Note 4 for further information.

The Sponsor Earn-Out Shares under Tranche 2 to Tranche 5 which are contingently forfeitable as mentioned above will be accounted for as a derivative liability because the earn back events that determine the number of shares issuable upon settlement include events that are not solely indexed to the fair value of common stock of New SES. See Note 5 for further information.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that provide relevant information consistent with GAAP necessary for an illustrative understanding of New SES upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of New SES following the completion of the Business Combination and related transactions. The unaudited pro forma adjustments represent New SES management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

The unaudited pro forma condensed combined information contained herein reflects Ivanhoe shareholders’ approval of the Business Combination on February 3, 2022 and that Ivanhoe public shareholders holding 22,455,850 shares have elected to redeem their shares for cash prior to Closing.

The following summarizes the pro forma New SES Class A and Class B common stock issued and outstanding immediately after the Closing:


	Pro Forma Combined
	Shares		%
New SES stockholders (other than the SES Founder Group) – Class A common stock (1)		264,495,644		76.0	%
SES Founder Group - Class B common stock (2)		43,881,251		12.6	%
PIPE Investors - Class A common stock (3)		27,450,000		7.9	%
Ivanhoe stockholders - Class A common stock		5,144,150		1.5	%
Ivanhoe Capital Sponsor LLC - Class A common stock (4)		6,900,000		2.0	%

Total Shares at Closing (excluding shares described below)		347,871,045		100.0	%

(1)

Old SES stockholders, option holders and restricted shareholders, after considering 23,691,182 Earn-Out Shares issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock, 2,273,727 restricted shares issued at Closing to pre-Closing recipients of SES restricted share and 2,308,969 Earn-Out Restricted Shares issued to Old SES option holders and pre-Closing recipients of Old SES restricted share, but excluding their 6,700,000 shares of New SES Class A common stock purchased in the PIPE Financing (see note 3 below), will own 88.6% of New SES’s total common stock issued and outstanding at Closing.

(2)	New SES Class B common stock issued to SES Founder Group, which carry 10 votes per share, and allow SES Founder Group to have approximately 59.1% of the total voting power of the New SES’s capital stock, after considering the 3,999,796 Founder Earn-Out Shares issued and held in escrow at Closing.

(3)	Includes 6,700,000 shares of New SES Class A common stock issued to Old SES stockholders that participated in the PIPE Financing.

(4)	Subject to certain transfer restrictions and/or forfeiture terms as described above.

The unaudited pro forma condensed combined balance sheet and statements of operations and comprehensive loss are based on the assumption that there are no adjustments for 20,748,976 shares reserved for the potential future issuance of New SES Class A common stock upon the exercise of New SES stock options upon the consummation of the Business Combination, as such events have not yet occurred.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2021

(in thousands)


	September 30, 2021
	Ivanhoe (Historical)		Old SES (Historical)		Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	255	$	30,093	$	276,052		A	$	317,757
						(9,660	)	B
						(17,712	)	C
						(10,109	)	D
						274,500		F
						(10	)	L
						(224,608	)	O
						(1,045	)	R
Short-term investments		—		150,000		—				150,000
Receivable from related party		—		1,138		—				1,138
Prepaid expenses and other current assets		761		953		—				1,714

Total current assets		1,016		182,184		287,409				470,609
Investments held in Trust Account		276,052		—		(276,052	)	A		—
Property and equipment, net		—		5,656		—				5,656
Intangible assets, net		—		1,632		—				1,632
Restricted cash		—		475		—				475
Deferred offering costs		—		2,679		(2,679	)	C		—
Other assets		—		5,108		—				5,108

Total Assets	$	277,068	$	197,734	$	8,678			$	483,480

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	43	$	3,637	$	10,878		C	$	26,270
						11,712		D
Accrued compensation		—		2,009		—				2,009
Strategic premium liability related to an investor		—		—		7,493		F		7,493
Accrued expenses and other current liabilities		198		1,352		(87	)	C		1,463
Due to related party		10		—		(10	)	L		—

Total current liabilities		251		6,998		29,985				37,234
Accrued liabilities		4,484		—		—				4,484
Convertible note - related party		1,064		—		(1,064	)	R		—
Deferred underwriting commissions		9,660		—		(9,660	)	B		—
Derivative warrant liabilities		20,760		—		(20,760	)	Q		—
Other liabilities		—		672		—				672
Strategic premium liability related to an investor, long-term		—		—		11,239		F		11,239
Sponsor earn out liability		—		—		48,597		M		48,597

Total liabilities		36,219		7,670		58,337				102,226
Commitments and contingencies


Redeemable convertible preferred stock		—			269,941			(269,941	)	H		—
Class A ordinary shares, subject to possible redemption		276,000			—			(276,000	)	E		—
Class A common stock, subject to possible redemption		—			—			276,000		E		—
								(276,000	)	G
Stockholders’ equity (deficit):
Class A ordinary shares		—			—			—		E		—
Class A common stock		—			—			—		E		28
								3		F
								3		G
								21		H
								1		I
								6		J
								(2	)	O
								(4	)	P
Class B ordinary shares		1			—			(1	)	E		—
Class B common stock		—			—			1		E		4
								(1	)	I
								4		P
SES common stock		—			—			—		J		—
Additional paid-in capital		—			1,199			(31,182	)	C		471,598
								(22,074	)	D
								255,766		F
								275,997		G
								269,920		H
								(6	)	J
								(35,152	)	K
								(48,597	)	M
								9,574		N
								(224,606	)	O
								20,760		Q
Accumulated other comprehensive income (loss)		—			181			—				181
Accumulated deficit		(35,152	)		(81,257	)		253		D		(90,558	)
								35,152		K
								(9,574	)	N
								19		R

Total stockholders’ equity (deficit)		(35,151	)		(79,877	)		496,281				381,253

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	277,068		$	197,734		$	8,678			$	483,480

See accompanying notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss

For the Nine months ended September 30, 2021

(in thousands, except share and per share data)


	Nine months ended September 30, 2021
	Ivanhoe (Historical)			Old SES (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Research and development	$	—		$	10,175		$	1,841		AA	$	16,881
								10,484		BB
								(5,619	)	BB
General and administrative		5,919			8,879			2,097		AA		16,642
								(253	)	FF
General and administrative expenses - related party		90			—			(90	)	CC		—

Total operating expenses		6,009			19,054			8,460				33,523
Loss from operations		(6,009	)		(19,054	)		(8,460	)			(33,523	)
Other income (expense), net:
Interest income		—			163			—				163
Other (expense) income, net		—			694			—				694
Income from investments held in Trust Account		52			—			(52	)	DD		—
Change in fair value of convertible note - related party		(119	)		—			—				(119	)
Change in fair value of derivative warrant liabilities		1,388			—			(1,388	)	GG		—
Offering costs - derivative warrant liabilities		(855	)		—			855		GG		—

Other income (expense), net		466			857			(585	)			738

Loss before provision of income taxes		(5,543	)		(18,197	)		(9,045	)			(32,785	)
Provision for income taxes		—			(22	)		—				(22	)

Net loss		(5,543	)		(18,219	)		(9,045	)			(32,807	)
Other comprehensive loss:
Foreign currency translation adjustment		—			48			—				48

Net and comprehensive loss	$	(5,543	)	$	(18,171	)	$	(9,045	)		$	(32,759	)

Net loss per share – New SES Class A and Class B common stock – basic and diluted		—			—			—			$	(0.11	)
Weighted-average New SES Class A and Class B common stock outstanding – basic and diluted		—			—			—				310,077,371
Net loss per share of Ivanhoe Class A ordinary shares – basic and diluted	$	(0.17	)		—			—				—
Weighted average shares of Ivanhoe Class A ordinary shares outstanding, subject to possible redemption – basic and diluted		26,589,011			—			—				—
Net loss per share of Ivanhoe Class B ordinary shares – basic and diluted	$	(0.17	)		—			—				—
Weighted average shares of Ivanhoe Class B ordinary shares outstanding – basic and diluted		6,867,033			—			—				—
Net loss per Old SES common stock – basic and diluted		—		$	(1.78	)		—				—
Weighted average shares of Old SES common stock outstanding – basic and diluted		—			10,249,586			—				—

See accompanying notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss

For the twelve months ended December 31, 2020

(in thousands, except share and per share data)


	For the period from July 8, 2020 (inception) through December 31, 2020			Twelve months ended December 31, 2020
	Ivanhoe (Historical)			Old SES (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Research and development	$	—		$	9,443		$	8,005		AA	$	23,934
								13,979		BB
								(7,493	)	BB
General and administrative		33			4,460			9,116		AA		13,609

Total operating expenses		33			13,903			23,607				37,543
Loss from operations		(33	)		(13,903	)		(23,607	)			(37,543	)
Other income (expense), net:
Interest (expense) income		—			76			—				76
Other (expense) income, net		—			(55	)		(9,574	)	EE		(9,629	)

Other income (expense), net		—			21			(9,574	)			(9,553	)

Loss before provision of income taxes		(33	)		(13,882	)		(33,181	)			(47,096	)
Provision for income taxes		—			(7	)		—				(7	)

Net loss		(33	)		(13,889	)		(33,181	)			(47,103	)
Other comprehensive loss:
Foreign currency translation adjustment		—			188			—				188

Net and comprehensive loss	$	(33	)	$	(13,701	)	$	(33,181	)		$	(46,915	)

Net loss per share – New SES Class A and Class B common stock – basic and diluted		—			—			—				(0.15	)
Weighted-average New SES Class A and Class B common stock outstanding – basic and diluted		—			—			—				310,077,371
Net loss per share of Ivanhoe Class B ordinary shares – basic and diluted	$	(0.01	)		—			—				—
Weighted average shares of Ivanhoe Class B ordinary shares outstanding – basic and diluted		6,000,000			—			—				—
Net loss per Old SES common stock– basic and diluted		—		$	(1.36	)		—				—
Weighted average shares of Old SES common stock outstanding – basic and diluted		—			10,245,074			—				—

See accompanying notes to the unaudited pro forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Ivanhoe has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Old SES issuing stock for the net assets of Ivanhoe, accompanied by a recapitalization. The net assets of Ivanhoe will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Old SES in future reports of New SES.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives pro forma effect to the Business Combination and other events contemplated by the Business Combination Agreement as if these transactions had been consummated on September 30, 2021. The unaudited pro forma condensed combined statement of operations and comprehensive loss for the nine months ended September 30, 2021 and for the twelve months ended December 31, 2020 give pro forma effect to the Business Combination and other events contemplated by the Business Combination Agreement as if these transactions had been consummated on January 1, 2020.

Ivanhoe

(i)

historical audited financial statements of Ivanhoe as of December 31, 2020 and for the period from July 8, 2020 (inception) through December 31, 2020; and

(ii)

historical unaudited condensed financial statements of Ivanhoe as of and for the nine months ended September 30, 2021.

SES

(i)

historical audited consolidated financial statements of SES as of and for the year ended December 31, 2020; and

(ii)

historical unaudited condensed consolidated financial statements of SES as of and for the nine months ended September 30, 2021.

and other information relating to Ivanhoe and SES included in the Proxy Statement/Prospectus including the Business Combination.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination and other events contemplated by the Business Combination Agreement. New SES management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of filing this Form 8-K. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. New SES management considers this basis of presentation to be reasonable under the circumstances.

2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and other events contemplated by the Business Combination Agreement and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”).

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2021 were as follows:

(A)

Reflects the liquidation and reclassification of $276.0 million of investments held in the Trust Account to cash and cash equivalents that becomes available at the Closing prior to redemption. See Note (O) below for actual redemptions in connection with the Closing.

(B)

Reflects the repayment and settlement of deferred underwriter commission liability of $9.7 million.

(C)

Represents estimated direct and incremental transaction costs of $31.2 million for financial advisory, legal, accounting and other professional services incurred by Old SES prior to, or concurrent with the Closing. Such costs are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to New SES’s additional paid-in-capital (“APIC”). Of $31.2 million, $17.7 million was paid and $10.9 million remained unpaid at the time of Closing. As of September 30, 2021, Old SES recorded $2.7 million as deferred offering costs, of which $2.1 million was unpaid as of that date and $0.6 million was paid during the three months ended September 30, 2021 and has been reflected in the historical financial statements.

(D)

Represents estimated direct and incremental transaction costs of $22.1 million for financial advisory, legal, accounting and other professional services incurred by Ivanhoe prior to, or concurrent with the Closing. Such costs are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to New SES’s APIC. Of $22.1 million, $10.1 million was paid and $11.7 million remained unpaid at the time of Closing. During the nine months ended September 30, 2021, Ivanhoe paid and expensed $0.3 million as General and administrative costs and has been reflected in the historical financial statements. This amount was adjusted as a pro forma adjustment in the above pro forma financial statements. See Note (FF) below. Included within the $22.1 million is approximately $6.2 million of expenses to be incurred for the PIPE Financing.

(E)

Reflects conversion of Ivanhoe’s Class A ordinary shares and Class B ordinary shares into Ivanhoe’s Class A common stock and Class B common stock upon Domestication.

(F)

Reflects the proceeds of $274.5 million from the issuance and sale of 27.45 million shares of New SES Class A common stock at $10.00 per share pursuant to the Subscription Agreements entered into in connection with the PIPE Financing. In relation to a PIPE Financing by a strategic investor, New SES will provide certain benefits to such strategic investor pursuant to a development agreement entered between such strategic investor and SES which is over and above the value that would be expected to be realized from the equity investment itself. We believe that SES is providing additional benefits in the form of funded research and development activities (“R&D Activities”) to the strategic investor which is over and above the value that would be expected to be realized from the equity investment itself. Thus, the sale of the shares of New SES Class A common stock to such strategic investor reflects a higher price (the “strategic premium”) than a market participant who did not receive these strategic benefits would be willing to pay. As a result, New SES has allocated on a relative fair value basis the relevant proceeds between the shares of New SES Class A common stock and the strategic premium, resulting in an estimated $18.7 million of strategic premium which is recorded as a liability in the unaudited pro forma condensed combined balance sheet. Of the total

$18.7 million, $7.5 million was classified as short-term liability and $11.2 million was classified as long-term liability. Based on the nature of the strategic premium it has been treated for accounting purposes as a payment for research and development efforts. New SES will amortize the strategic premium liability over the estimated period of the development agreement with the investor which is 2.5 years. Such amortization would be recorded as an offset to research and development expense. See Note (BB) below.

In deciding how to account for the value of the strategic premium allocated to the R&D Activities, we concluded that:

(i)

the R&D Activities do not amount to a Collaboration Agreement under the scope of ASC 808, Collaboration Agreements, as neither of the parties are exposed to significant risks and rewards of the activities contemplated under the R&D Activities, and under no circumstances would we be required to repay or refund of any money whatsoever to the strategic investor irrespective of the outcome of the research and development efforts; and

(ii)

the strategic investor would not be considered our customer under ASC 606, Revenue from Contracts with Customer, because activities performed under the R&D Activities are not SES’s ordinary activities of producing and distributing goods or services at prices that would enable us to pay for cost of the goods and services used and to provide a return to our investors; rather, such arrangements are commonplace with the goal of establishing a strategic collaboration to further explore the potential to exploit our and strategic investor’s existing technology.

All operating costs and capital expenses related to the R&D Activities will be recorded as research and development expenses as it would meet the definition of such costs under ASC 730, Research and Development. We applied the guidance in ASC 410-30-45-4 by analogy, which states that “credits arising from recoveries of environmental losses from other parties shall be reflected in the same income statement line.” Further, based on the nature of the strategic premium, it is considered as the strategic investor’s contribution or payment for its share of research and development. As a result, we concluded to record the amortization of the strategic premium as an offset to research and development expenses, which will be amortized over the initial estimated term of the R&D Activities of 30 months and will accrue to the investor over those 30 months.

(G)

Reflects the reclassification of Ivanhoe’s Class A common stock subject to possible redemption to permanent equity immediately prior to the Closing.

(H)

Reflects the conversion of Old SES redeemable convertible preferred stock into New SES Class A common stock pursuant to the conversion rate effective immediately prior to the Effective Time.

(I)

Reflects the conversion of Ivanhoe’s 6,900,000 shares of Class B common stock into shares of New SES Class A common stock concurrent with the Closing.

(J)

Reflects the recapitalization of common shares between Old SES’s common stock, New SES Class A common stock and APIC.

(K)

Reflects the elimination of Ivanhoe’s historical retained earnings.

(L)

Reflects the repayment and settlement of Ivanhoe’s related party liability.

(M)

Reflects the fair value of the Sponsor Earn-Out Shares contingently issuable to the Sponsor as of the Closing. The fair value was determined based on information available as of the date of these unaudited pro forma condensed combined financial information. Refer to Note 5 below for more information.

(N)

Reflects the transaction costs allocated to Sponsor Earn-out Shares derivative liability and the strategic premium liability and expensed immediately as other expense at Closing. See Note (EE) below.

(O)

Reflects the redemptions of 22,455,850 public shares of Ivanhoe Class A common stock for $224.6 million allocated to common stock and APIC, using a par value of $0.0001 per share at a redemption price of approximately $10.00 per share (based on the fair value of marketable securities held in the trust account as of the date of Closing of $276.1 million).

(P)

Reflects the conversion of SES Founder Group shares of Class A common stock into shares of New SES Class B common stock concurrent with the Closing.

(Q)

Reflects the reclassification of Ivanhoe IPO Warrants (as defined in the Proxy Statement/Prospectus) from liability to equity upon amendment of the Warrant Agreement dated January 6, 2021concurrently with the Closing on February 3, 2022, as they meet the equity classification criteria under ASC Subtopic 815-40. See Note (GG) below.

(R)

Reflects the repayment and settlement of convertible note—related party upon closing.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and twelve months ended December 31, 2020 were as follows:

(AA)

Represents the stock-based compensation charge related to the restricted shares granted to Old SES option holders at Closing which will be subject to vesting based on the same terms as the Earn-Out Shares and will also be subject to forfeiture if such option holder’s service with New SES terminates prior to the vesting. The grant date fair values of these equity awards were determined using Monte Carlo simulation valuation model. See Note 4 below for further information.

(BB)

Represents estimated incremental research and development expense related to the development agreement with the strategic investor and amortization of strategic premium liability over the estimated period of the development agreement with the strategic investor. See Note (F) above.

(CC)

Reflects elimination of Ivanhoe’s historical general and administrative expenses - related party charge related to fee paid to Ivanhoe’s Sponsor for office space, utilities, secretarial and administrative support services, that will cease upon consummation of the Business Combination.

(DD)

Reflects elimination of income earned by Ivanhoe investments held in Trust Account.

(EE)

Reflects the transaction costs allocated to Sponsor shares derivative liability and the strategic premium and expensed immediately as other expense at Closing. See Note (N) above.

(FF)

Reflects elimination of direct and incremental transaction costs which was paid and expensed by Ivanhoe during the nine months ending September 30, 2022. See Note (D) above.

(GG)

Reflects elimination of fair value changes and offering costs related to Ivanhoe IPO warrants upon change in their classification from liability to equity. See Note (Q) above.

3. Loss per share

Represents the net loss per share calculated using the historical weighted average shares outstanding and the issuance of new shares in connection with the Business Combination and other related events, assuming such new shares were outstanding since January 1, 2020. As the Business Combination is being reflected as if it had occurred as of January 1, 2020, the calculation of weighted average shares outstanding for basic and

diluted net loss per share assumes the shares issued in connection with the Business Combination have been outstanding for the entire periods presented. The shares of Class A common stock redeemed by Ivanhoe’s public stockholders are eliminated as of January l, 2020. Outstanding options and Ivanhoe warrants are anti-dilutive and are not included in the calculation of diluted net loss per share.

Following the Closing, Old SES common stock and preferred stock shareholders, Old SES option holders and restricted shareholders are entitled to receive 29,999,947 Earn-out Shares, consisting of 27,690,978 shares for Old SES common stock and preferred stock shareholders and 2,308,969 shares for Old SES option holders and restricted shareholders, subject to achieving certain share price targets of New SES as described in Note 4 below. Because the Earn-out Shares are contingently issuable based upon the share price of New SES reaching specified thresholds that have not been achieved, the Earn-out Shares have been excluded from basic and diluted pro forma net loss per share. Additionally, 5,520,000 Ivanhoe’s Sponsor Earn-out Shares are excluded from basic and diluted pro forma net loss per share as they are also contingently issuable subject to certain transfer restrictions and forfeiture terms as described in Note 5 below.

The unaudited pro forma condensed combined financial information has been prepared based on the following information:


	Twelve Months Ended			Nine Months Ended
	December 31, 2020			September 30, 2021

	(in thousands, except share and per share amounts)
New SES Pro Forma net loss	$	(47,103	)	$	(32,807	)
New SES Weighted average shares outstanding – basic and diluted		310,077,371			310,077,371
New SES net loss per share – basic and diluted⁽¹⁾	$	(0.15	)	$	(0.11	)
New SES weighted average shares outstanding – basic and diluted
Old SES stockholders (other than SES Founder Group) - Class A common stock		236,221,766			236,221,766
SES Founder Group - Class B common stock		39,881,455			39,881,455
PIPE Investors - Class A common stock		27,450,000			27,450,000
Ivanhoe stockholders - Class A common stock		5,144,150			5,144,150
Ivanhoe Capital Sponsor LLC - Class A common stock		1,380,000			1,380,000

Total		310,077,371			310,077,371

(1)	The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect:


	Twelve Months Ended		Nine Months Ended
	December 31, 2020		September 30, 2021
Options and restricted shares to purchase Class A common stock by Old SES stockholders		23,022,703		23,022,703
Ivanhoe public warrants to purchase Class A common stock		9,200,000		9,200,000
Ivanhoe Capital Sponsor LLC private placement warrants to purchase Class A common stock		5,013,333		5,013,333

Total		37,236,036		37,236,036

4. New SES Earn-Out Shares

Old SES common stock shareholders, redeemable convertible preferred stock shareholders, Old SES option and restricted shareholders are entitled to receive 29,999,947 earn-out shares of New SES common stock in the aggregate if the closing price of shares of Class A common stock of New SES is equal to or greater than $18.00 during the period beginning on the date that is one year following the closing of the Business Combination and ending on the date that is five years following the Closing. Old SES option holders and restricted shareholders received their Earn-Out Restricted Shares at Closing, which are subject to vesting based on the same terms as the Earn-Out Shares and are subject to forfeiture if such recipients’ service with New SES terminates prior to the vesting.

The Earn-Out Shares to be issued to Old SES common stock and preferred stock shareholders upon achievement of vesting condition will be classified as an equity instrument at inception and recorded at fair value as it would be indexed to the common stock of New SES.

The Earn-Out Restricted Shares issued to Old SES option and restricted shareholders will be accounted for as equity awards issued to employees subject to time and market vesting conditions.

The aggregate estimated grant date fair value of the Earn-Out Restricted Shares to Old SES option and restricted shareholders is $21.1 million. The estimated grant date fair value of Earn-Out Restricted Shares is determined by using the Monte Carlo Simulation valuation model and the assumptions below. The valuation models incorporated the following key assumptions:


	Restricted Earn-Out Shares
Expected stock price	$	9.84
Expected volatility		80.0	%
Risk-free rate		0.72	%
Expected term (in years)		5.0

Expected stock price: The price of Class A common stock as of the valuation date was simulated from the Closing Date through the end of the earn-out period following Geometric Brownian Motion.

Expected volatility: The volatility rate was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to SES’s business corresponding to the expected term of the awards.

Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected five- year term of the earn-out period.

Expected term: The expected term is the five-year term of the earn-out period.

The derived service period under the Monte Carlo Simulation models was determined based on the median vesting time for the simulations that achieved the vesting hurdle. Stock-based compensation expense related to these restricted shares is recognized on a straight-line basis over the over the derived service period which is 1.23 years.

5. Sponsor Earn-Out Shares

The Sponsor Earn-Out Shares are subject to lock-up and restrictions following the Closing as mentioned above. Sponsor Earn-out Shares under Tranche 1 will be accounted for as equity because they are legally owned by the Sponsor and is subject only to transfer restrictions that lapse 180 days after the Closing and are considered outstanding shares, however Sponsor Earn-Out Shares under Tranche 2 to Tranche 5 are expected to be accounted for as derivative liability classified instruments because the earn-out triggering events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the common stock of New SES. The preliminary estimated fair value of the Sponsor Earn-Out Shares is $48.6 million.

The preliminary estimated fair value of the Sponsor Earn-Out Shares was determined using a Monte Carlo simulation valuation model using the following assumptions:

Expected stock price: The price of Class A common stock as of the valuation date was simulated from the Closing Date through the end of the earn-out period following Geometric Brownian Motion.

Expected term: The expected term is the five-year term of the earn-out period.