acon s2 ess tech investor presentation

acon s2 ess tech investor presentation

Conversion of Merger Sub Common Stock. Acquiror shall agree provisions of that certain Letter Agreement, dated as of September16, 2020, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement, and (d)be bound by certain This page should be completed by the Investor. (d) As of the date hereof, there is no Action pending or, to the Knowledge of the Company or any of its Affiliates, threatened (including terminate the listing of Pre-Domestication Acquiror Common Stock on NASDAQ. written contract containing non-disclosure obligations with respect to such Trade Secrets. On the Closing Date, Acquiror shall enter into customary This Agreement and any other agreements, certificates, instruments and documents similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Affiliates. 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 Common Stock held by such Holder without registration under the Securities Act within the limitation of the n. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW As of the date hereof, the Company is not, nor is any of its officers, directors, agents or employees, in their capacities as such, subject to any settlement agreements or arrangements, other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about ACON S2, the Company and the The The Investor shall be entitled to independently Capital Ltd. EESS LLC, Obsidian Renewables, LLC, BASF Venture Capital GmbH, Presidio-IPM j.s.a., Vicap LLC, Michael R. Niggli Family Trust, Linda Naviaux Niggli Trust , Agharta Capital Ltd. , Energy Ventures, Inc., GC Ventures America, Craig Evans The representations and warranties made ACON and ESS intend to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the SEC), which will include a document that serves as For as long as the Investor holds Shares, ACON will use commercially reasonable efforts to file all reports necessary to enable the ESS Inc. - ACON S2 Acquisition Corp. & ESS Inc. Merger Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Company to, (i)maintain for a period of not less than six (6)years from the Effective Time provisions in its certificate of Subject to confidentiality obligations and similar restrictions that may be replacing the statute or regulation. Governmental Authority means any federal, state, For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law and (iii)solicit proxies from the holders of Pre-Domestication Acquiror Common Stock to vote in favor of each ESS, ACON and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ACON's shareholders in connection with the proposed transaction. the Transactions. For purposes of this served as legal counsel to ESS. ESS Technology Delivers Superior Economics 4 hours 12 hours No scaling Competitive with Li-Ion at 4 hours; ESS wins thereafter $200/kWh $200/kWh Marginal cost of $20/kWh $200/kWh $80/kWh 2 Li-Ion LCOS at 4 hours vs. 12 hours Li-Ion $0.08 (which shall consist of one or more reputable nationally recognized investment banks) in connection with such Block Trade, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably 13. Relationships in Europe and Asia-Pacific Manufacturing Capacity (MWh) Automated manufacturing process ~16,000 Supply chain of readily sourced components and raw materials ~10,000 ~5,000 ~2,000 ~150 2021 2022 2023 2024 2025 2026 Registration Statement. ACONs or ESSs control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. + Section4.18. Prior to filing any document in connection therewith, the Acquiror shall give the Company a reasonable opportunity to review and comment on any proposed filings and incorporate such YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE Requesting Holders has the meaning given option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any partys or its thereto, the condition in Section8.02(a)), (iv)any change generally affecting any of the industries or markets in which the Company operates or the economy as a whole, (v)any earthquake, hurricane, tsunami, provided in this Agreement. Investors), pursuant to which the Investors, severally and not jointly, have agreed to purchase on the closing date of the Transaction, inclusive of the Shares subscribed for by the Investor, an aggregate amount of up to [] ESS and ACON S2 Acquisition Combining in $1.1B Deal. WILSONVILLE, Ore. & WASHINGTON-- ( BUSINESS WIRE )--ESS Tech, Inc. (ESS Inc., ESS or the Company), a manufacturer of long-duration iron flow batteries for Pre-Domestication Acquiror ClassB Stock cast at the Special Meeting. is the number of shares of Acquiror Common Stock (including any other shares so reclassified as Acquiror Common Stock) outstanding immediately after such event and the denominator of which is the number of shares of Acquiror Common Stock that were 5.03 HSR Act and Regulatory Approvals. subject; 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which or award, in each case, entered by or with any Governmental Authority. (i)as promptly as reasonably practicable (and in any event within five Business Days) following the time at which the Registration Statement becomes effective under the Securities Act (subject to the Registration Statement not being subject to Closing has the meaning given in the Merger Agreement. Except for the representations and warranties contained in this directors and officers liability, fiduciary liability and other casualty and property insurance and other material policies or binders maintained by the Company (the Insurance Policies). (d) There are no outstanding loans or other extensions of credit made by Acquiror to any goal of ESS from its inception has been to develop a fundamentally new, high-performance battery technology, said ESS CEO Eric Dresselhuys. These forward-looking statements are based on ESS current expectations and beliefs concerning future developments and their potential effects on ESS. voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect any of its Acquiror Common Stock that conflicts with any of the covenants or agreements set forth in this Agreement, (c)enter rights agreements vesting ownership of such material Intellectual Property in the Company or one of its Affiliates (by way of a present grant of assignment). payments by Acquiror in excess of $35,000,000 in the aggregate with respect to any individual Contract or when taken together with all other Contracts. Exchanged Company RSU has the meaning set forth in Section2.07(a). Neither the Acquiror nor Merger Sub is or is not controlled by a foreign person, as + (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is Since the Balance Sheet Date and except as Any materials exchanged in connection with this Section6.01 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns of legal counsel (including In accordance with the terms and subject to the conditions of the Merger Agreement, each share of common stock of ESS, par value $0.0001 per The proceeds from this transaction will enable us to scale our operations to meet the growing global demand for a product that the world needs today to support the transition to clean, renewable energy., ESS is delivering a pioneering technology to the market today and we are confident it will become the gold standard in the industry. As part of the transaction, ACON S2 raised a $250million fully committed PIPE from institutional investors including Fidelity Management& Research Company LLC, SB Energy Global Privacy and Security Requirements and other applicable contractual commitments related to the privacy and security of Personal Information to which the Company or any of its Affiliates are bound. 5.2.4 This Concurrently The combined company retains the ESS Inc. name and its shares and warrants will commence trading today on the New York Stock Exchange (NYSE) under the new ticker symbols GWH and GWH.W, respectively. existing Uses $ % Rollover equity 1,003 64% shareholders ACON S2 public Cash to balance sheet 465 30% 64% Founder shares 63 4% shareholders Estimated fees and expenses 35 2% 16% Total uses $1,565 100% Note Figures may not sum due to rounding. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earliest of (a)the Effective Time, (b)the termination of the Merger Agreement in accordance with its terms, (c)the Except as set forth in Merger Subs organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Fried, Frank, Harris, Shriver & Jacobson LLP served as placement agents counsel on the PIPE transaction. Flow Battery Production: Materials Selection and Environmental Impact. Journal of Cleaner Production. Company shall solicit a consent in writing or by electronic transmission from the Company Stockholders approving and adopting this Agreement, the Preferred Stock Conversion, the Merger and, to the extent required by Law, the Transactions (when shares were outstanding as of the close of business on the date of this Agreement. meaning specified in the Recitals hereto. the matters covered hereby; provided, however, nothing in this Section11(d) shall give the Company or the Placements Agent any rights other than those expressly set forth in this Section11(d). subject to the terms and conditions hereof, at the Closing, Merger Sub will merge with and into the Company, with the Company surviving as the Surviving Company; WHEREAS, the respective boards of directors of each of Acquiror, Merger Sub and the Company have each approved and declared advisable this Trevi Communications, Inc. directors, agents or consultants), make any material change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any keep well or similar agreement to maintain the financial condition of any The Sponsor and the Insiders have the sole right to vote (and provide consent in respect of, as applicable) all of their respective Acquiror Common Stock and, except for this Time. of the date of this Agreement, neither Acquiror nor Merger Sub is a party to or subject to the provisions of any outstanding judgment, order, writ, injunction, decree or award of any Governmental Authority (except if generally applicable without Each 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). From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in and certain of the existing securityholders of the Company, as described in the Merger Agreement (including any schedules thereto). holder, immediately prior to the Effective Time, of any share of Company Common Stock (taking into effect the Preferred Stock Conversion) and Assumed Warrant. Section5 hereof. ACON S2 Acquisition Corp. (NASDAQ: STWO) Domain Expertise Public Markets $250mm IPO in September 2020 Sustainability Governance Criteria: authentic sustainability leader, significant value creation potential, The definitive proxy Kirkland& Ellis LLP is serving as legal counsel to ACON S2. Deutsche Bank Securities Inc. served as capital markets advisor and placement agent to ACON S2. This Presentation provided by ACON and ESS may contain certain forward looking statements, including statements regarding ACON's, ESS's or their management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the 2.13 Cash in Lieu of Fractional Shares. Shares purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation. 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 than those set out in Schedule 3.23, the fees and expenses of which will be paid by the Company pursuant to an engagement letter entered into therewith, is entitled to any brokers, finders, financial advisors or other The Company and each Holder of Registrable Securities participating in an offering also agrees to make such requirement to have a sufficient number of round lot holders. 5. At ESS Tech, Inc., we promise to treat your data with respect and will not share your information with any third party. or more successive postponements or adjournments of the Special Meeting in accordance with the Articles of Association; provided, that the Special Meeting, without the prior written consent of the Company, (x)may not be adjourned or incredible strides to that end and I am very excited about the next phase for ESS and our ability to accelerate our growth., ESS offers a 5. 4.18 Affiliate Agreements. any governmental entity or arbitrator outstanding against ACON. investment adviser, broker or dealer to the Investor. Holdings One Ltd., Breakthrough Energy Ventures, LLC, Cycle Capital Fund III, L.P., Pangaea Ventures Fund III, LP, Energy Ventures, Inc., GC Ventures America, Craig Evans and Yang Song. Company Board Recommendation has the meaning specified in reasonable, documented out-of-pocket fees and disbursements of Acquiror, Merger Sub or the Sponsor for outside counsel and fees and expenses of Acquiror, Merger Sub or Todays milestone marks an important transition that will fuel the Companys next stage of growth, said Adam Kriger, CEO of ACON S2. Entry Into A Material Definitive Agreement. 14. Not all of the information necessary for a quantitative reconciliation of these forward-lookingnon-GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time. These existing ESS, Inc. which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters Amended and Restated Registration Rights Agreement. (f) The Company does not have any liability for Taxes of any other Person (other than any such Tax group the common parent of which is the reexaminations and interferences thereof); (ii)trademarks, service marks, trade dress, trade names, brand names, logos and corporate names; (iii)copyrights, mask works and designs; (iv)internet domain names and social media 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 5.10 Additional Holders; Joinder. Sub shall take, or cause to be taken, as promptly as practicable after the date hereof, all actions, and to do, or cause to be done, all things necessary (including enforcing its rights under the Subscription Agreements), on or prior to the Closing Company does not currently own or control, directly or indirectly, any interest in any other Person and is not a participant in any joint venture, partnership or similar arrangement. terms of such settlement) 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. Until surrendered as contemplated hereby, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Consideration in respect thereof. termination or Fraud committed by such Party; (x)Sections 2(b)(i) (solely to the extent that it relates to Section7.05 (Confidentiality; Publicity) of the Merger Agreement) and the representations and warranties set forth in The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a)through (h) above and (k)with respect to each of the foregoing, any unpaid interest, breakage Closing Date (b) For a period of six years from the Effective Time, Acquiror shall, or shall cause one or ESS Tech, Inc. Announces Successful Update to Historical SPAC 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 Section5.1. ESS Inc Iron flow battery company ESS Inc. goes The Shares (i)were not offered by any form of general solicitation or general advertising and Except as has not had or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Insurance Policies are in full force and effect as of the date of this Agreement with respect to the Company, and the reference only and shall not affect the interpretation of this Agreement; and. Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. On May6, 2021, ArticleIII of this Agreement or any certificate delivered in accordance with Section8.02(b). 3.1 General if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Registration Statement, such that the A full description of the terms of the transaction will be provided in a registration statement on Form S-4 to be filed with the SEC by ACON S2 that will include a prospectus with respect to the combined companys securities to be issued in connection with the business combination and a proxy statement with respect to the shareholder meeting of ACON S2 to vote on the business combination. + Company up to fifteen (15)Business Days (or any shorter period of the time that remains between the date Acquiror provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from Acquiror of

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