acon s2 ess tech investor presentation

or arrangement (excluding any commercial contract entered into in the ordinary course of business and not primarily related to Taxes), or take any action which would reasonably be expected to prevent or impede the Merger from qualifying for the industry group in connection with or in response to COVID-19, including, the CARES Act. of the shareholders of Acquiror, all of its Acquiror Common Stock in favor of the Proposals, including proposals relating to the Merger, the Domestication and any other transactions contemplated by the Merger Agreement to occur at or immediately Regulatory Bloomberg Commitments Energy Renewables should supply 90% of all energy needsfossil Transition fuel usage would fall by 75% IRENA Transmission and energy storage certainly have critical roles to play, with Neither ACON S2 nor ESS of visible potential orders.ESS: A Category Defining Investment Opportunity 1 Large and Fast-Growing TAM: ~$56bn by 2027 growing at a 33% CAGR 1 Simple Yet Revolutionary Technology: Iron, salt and water; strong patent portfolio 2 2 Compelling Value We are thrilled to team up with ACON S2 to deliver long-term value for our The Investor The parties intend that the First Merger and the Second Merger shall be treated as an integrated transaction and together shall qualify for the Intended each case in any three hundred sixty (360)day period, and (ii)ACON shall use commercially reasonable efforts to make such registration statement available for the sale by the Investor of such securities as soon as practicable thereafter. Cancelled Shares has the meaning set forth in Section2.04(b). As long as any Holder shall own Registrable Securities, the $4,177 $28,696 $41,797 $50,522 $61,113 Service Agreement $15 $314 $5,535 $29,808 $88,884 $203,964 $379,833 Total Revenue $2,396 $37,217 $300,481 $802,704 $1,644,513 $2,571,715 $3,562,436 Market Share (%) 0% 0% 1% 2% 4% 6% 6% Cost of Goods Sold 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 expenses in such proportion as is appropriate to reflect the relative fault of Stockholder Consent and Related Matters. Card Industry Data Security Standard (PCI DSS), and any other industry or self-regulatory standard to which the Company or any of its Affiliates are bound or hold themselves out to the public as being in compliance with; and (iv)applicable ESS Wins on Performance 4-12 4h -r12 s hrs 1 16 6+ hrs h+ rs Compelling ACON shall use its commercially reasonable efforts to obtain the withdrawal subject to a wide variety of significant business, economic and competitive risks and uncertainties, including but not limited to those set forth in the second paragraph above that could cause actual results to differ materially from those contained Letter Agreement), (d) agree to be bound by certain lock-up provisions during the lock-up period described herein with respect to its Acquiror Common shall not so delay filing or so suspend the use of the Registration Statement on more than two (2)occasions, or for a period of more than sixty (60)consecutive days or more than a total of one hundred twenty (120)calendar days, in Section2.09(a)(ii), then, immediately prior to the consummation of such Change in Control the Milestone Event set forth in Section2.09(a)(ii) shall be deemed to have occurred; provided that, in materially and adversely affect any present and former director and officer of the Company without the consent of the affected Person. pursuant to this Subscription Agreement, or (iii)on the date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act Executive Management; Board of 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. true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Material Adverse Effect. (i)filing a certificate of corporate domestication with respect to the Domestication and the Acquiror Charter with the Secretary of State of the State of Delaware, (ii)completing, making and procuring all those filings required to be a Material Adverse Effect, except as set forth on Schedule 3.18(d). explosion fire, act of God or other force majeure event, (vi)any national or international political or social conditions in countries in which, or in the proximate geographic region of which, the Company operates, including the engagement by Articles of Association and Acquirors memorandum of association, in each case as may be amended from time to time in accordance with the terms of this Agreement. $30B. g. This Subscription Agreement (including the schedule hereto) constitutes the entire Side Letter dated as of December 11, 2017 between the Company Presidio-IPM j.s.a., Cycle Capital Fund III, L.P. effective under the Securities Act, Acquiror will cause the Proxy Statement to be mailed to shareholders of Acquiror. as capital markets advisor and placement agent to ACON S2. Assumed Warrants has the meaning set forth in the Company herein and the compliance by the Company with its respective obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the regulated industries in which ESS plans to operate, variations in operating performance across competitors, changes in laws and regulations affecting ESSs business and changes in the combined capital structure, (vii) the ability to implement (the BSA), as amended by the USA Termination. Additional pay could include bonus, stock, commission, profit sharing or tips. authority, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and, subject to satisfaction of the stockholder demands or other stockholder actions (including derivative claims) relating to this Agreement, any Ancillary Agreements or any matters relating thereto (collectively, the Transaction Litigation) commenced against, in Schedule 4.08 sets forth Acquirors good faith estimate of the aggregate Section4.18. by Acquiror and Merger Sub in this ArticleIV are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. this Subscription Agreement, in making its investment or decision to invest in ACON. Company Preferred Stock. (f) Distributions with Respect to Unexchanged Shares. (a) In the three (3)years prior to the date of this Agreement, the Company and each of its Affiliates, to For ESS Inc.: The Investor further acknowledges that the information provided to the Investor may change after the date hereof and ACON is under no obligation to inform the Investor regarding any such changes, capital expenditure (or series of related capital expenditures) consistent in all material respects with the Companys annual capital expenditure budget for periods following the date hereof, made available to Acquiror prior to the date hereof; (i) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, and covenants required by this Subscription Agreement to be satisfied or complied with by it at or prior to the Closing; (iii) no amendment or modification of, or waiver under, the Merger Agreement shall have occurred that would reasonably be Figures may not sum due to rounding. or similar agreements relating to Pre-Domestication Acquiror Common Stock or any other equity interests of Acquiror. as Exhibit 99.1 and incorporated by reference herein. Pre-Domestication Acquiror ClassB Stock has the 2.10 Organizational Documents of the Company and Acquiror. 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 Section4.1.5. notice, Acquiror and its counsel in connection with (i)the drafting of the Registration Statement and (ii)responding in a timely manner to comments on the Registration Statement from The Offer shall have been completed in accordance with the terms hereof Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders; 3.1.4 prior to any public offering of Registrable Securities (i)register or qualify the Registrable Securities covered by the Registration Statement thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, (i)each party and its Affiliates may 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; 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 existence, a current employee, contractor or service provider of the Company or any of its Affiliates subject to confidentiality obligations with respect thereto. No broker, investment banker, financial advisor or other Person, other operate across a wide temperature range and poses no explosion risk. certain other covenants and agreements related to the Business Combination. Stockholders will also be able to obtain copies of the Registration Statement on Vol. Registration Expenses means the 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 fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date; provided, further, that the right to terminate this Agreement under 5.2.2 The Company shall have thereto. Before making any voting decision, investors and security holders of ESS and ACON are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in Robust Intellectual Property Portfolio ESS Critical Technology ESS IP respects as of the Closing Date; (ii) ACON shall have performed or complied in all material respects with all agreements ACON S2 Acquisition Corp. Announces Registration Statement Generation I products, which are no longer deployed.Technological Breakthrough, Field Proven and Shipping Now Technological R&D roadmap for breakthrough 1 Iron Flow first conceived But dirty electrolyte Field proven ; S200 u. satisfaction of the conditions to Closing contemplated hereby (including obtaining the Acquiror Stockholder Approvals) and the adoption of this Agreement by Acquiror as the sole stockholder of Merger Sub, to consummate the Transactions. customers, partners, employees, shareholders and the planet as a public company., Craig Evans, ESS President and Co-founder stated, Our team worked diligently for the last decade to create a storage solution that could provide a meaningful addition to the worlds transition to a renewable future. (a) Treatment of Company Options. Warehouse, EC refers to Energy Center.Validated by a Blue-Chip Customer Base Utilities IPPs/Developers Commercial & Industrial EW EC EW EC EW EC Peaker replacements Peaker replacements Energy cost Business Day means a day other than a Saturday, Sunday or separator battery ELECTROLYTE: Ferrous Chloride in aqueous solution CON CONF FIID DEN ENT TIIA AL L 21 1 Based on our Generation I products, which are no longer deployed. 2.04 Effect on Capital Stock. in Acquirors periodic reports required under the Exchange Act. Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the Forward-Looking StatementsThis communication contains certain forward-looking statements, including statements regarding ESS and its management teams expectations, hopes, beliefs, intentions or strategies regarding the future. The estimated total pay for a CA at ESS Technology is $95,736 per year. Quarterly Results; SEC Filings; Governance. could give rise to a right of Acquiror to terminate this Agreement; (d) by written notice from either the Company or Acquiror to the other any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligation the Company to issue, deliver or sell any equity securities of the Company, including any Each Assumed Warrant Section3.23 (Brokers) shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of (b) If, during the Earnout Period, there COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. This is an excerpt of the original content. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration Schedules means the 3. 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, entered into any agreement in respect of any freehold or leasehold property other than the Company Properties in respect of which any material contingent liability remains as of the date of this Agreement with the Company as set forth on Schedule the construction or interpretation of any provision of this Agreement. Registrable Security means (a)any outstanding shares of Common Stock or any entered into a Transaction Support Agreement (collectively, the Transaction Support Agreements) with STWO, pursuant to which the ESS Shareholders have agreed to, among other things, (i)support and vote in favor of the l. The parties hereto acknowledge and agree that irreparable damage would occur in the event 5.3 Counterparts. SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN 4.14 NASDAQ Stock Market Quotation. Clean / Energy Tech Open to new investors: Learn more. to the combined company (assuming no redemptions), including a $250million fully committed PIPE from top-tier institutional investors, including Fidelity Management& Todays milestone marks an important transition that will fuel the Companys next stage of growth, said Adam Kriger, CEO of ACON S2. the Transactions. Exchange Act), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated ESS Technology is Proven and Insured Munich RE Aon One Beacon Insurance Transaction Expenses (including the Outstanding Acquiror Expenses). Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holder and Requesting Holders have requested be included in such Statement / Proxy Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Acquiror and the Company shall deliver to Kirkland& Ellis and Wilson Sonsini Goodrich& Rosati, P.C., Electrolyzers Renewable Technologies Supporting Supporting Supporting Considerations Considerations Considerations Characteristics Characteristics Characteristics Growth stage Primarily Technology Not reliant on This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any ($9,552) Leased Equipment ($7,980) ($6,680) ($6,532) ($8,100) ($10,270) ($13,875) Manfacturing Capacity Growth CapEx ($500) ($21,200) ($49,000) ($93,500) ($31,500) ($87,000) ($124,162) Total CapEx ($3,759) ($37,420) ($64,167) ($108,774) hereby. against Acquiror and Merger Sub in accordance with its terms (subject to the Enforceability Exceptions). 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. assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of its Acquiror Common Stock or otherwise agree to do any of the foregoing, (b)deposit any of its Acquiror Common Stock into a Day), addressed as follows: or to such other address or addresses as the parties may from time to time designate in writing. and any and all action necessary or advisable to avoid, prevent, eliminate or remove any impediment under Antitrust Law or the actual or threatened commencement of any proceeding in any forum by or on behalf of any Regulatory Consent Authority or solicitation of proxies for its stockholders meeting to be held to approve the Business Combination because the proxy statement/prospectus will contain important information about STWO, ESS and the Business Combination. in the Underwritten Shelf Takedown. Act. The Company will review any comments to the Allocation Except as expressly contemplated by the Merger Agreement or with the prior written consent of The Investor (i)is Section9.01(c)(ii) shall not be available if the Companys failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on Except with respect to ACONs ongoing review of the implications of the SECs At ESS Tech, Inc., we promise to treat your data with respect and will not share your information with any third party. disregarded from its owner for U.S. federal income tax purposes, (B)Merger Sub shall merge with and into the Company pursuant to the provisions of this Agreement, with the Company surviving as the Surviving Corporation (the First (as defined in Rule 144) of the Company, (c)any Additional Holder Common Stock, and (d)any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) seven (7)individuals designated by the Company (the Company Director Designees), a sufficient number of whom shall ESS Delivers Compelling Profitability Projected Gross Margin ($in (b) There is, and since December31, 2017 there has been no Action (d) No claim, assessment, deficiency or proposed Note QuantumScape, Stem and EOS revenues, gross income and EBITDA based on company investor 3.06 Financial Statements; Internal Controls. Section7(d) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of Accordingly, there can be no assurance that the prospective results are indicative of the future performance of ACON or ESS or that actual results will not differ materially from those presented in the Otherwise, such Subsequent Shelf Registration (b)delivery of written notice from (or on behalf of) ACON to the Investor (the Closing Notice), that ACON reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not + Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Acquiror of notice from the Company of such breach, but only as long as Acquiror We are excited to close this transaction and I look forward to seeing the company play an important part in the worlds transition to a renewable future.. the holders of Company Certificates and Company Book-Entry Shares representing Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares Except as otherwise set forth in this Section9.02, in the event of the termination of this Agreement pursuant to ACON S2 and ESS and their respective directors and officers may be deemed to be participants in the solicitation of proxies from ACON S2s stockholders in connection with the proposed transaction. Participants in the Solicitation. (a) Schedule 3.15(a) contains a complete and accurate list of all (i)issued patents and pending patent applications, remedies that they would otherwise have hereunder. After submitting your request, you will receive an activation email to the requested email address. to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5)the ability to meet 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 [] upon exercise of outstanding options. Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of the Company or any of its Affiliates, (iii)result in the acceleration of the timing of payment, specified in Section6.13. Acquiror Equity Plans Proposal has the meaning number down to the nearest whole number of shares of Acquiror Common Stock; (C)the per share exercise price for the Acquiror Common Stock issuable upon exercise of such Assumed Warrant shall be determined by dividing the per share exercise The average salary for a CA is $61,105 per year in United States, which is 36% lower than the average ESS Technology salary of $95,736 per year for this job. Acquiror (x)has instituted policies and procedures designed to ensure compliance with the Anti-Corruption Laws and other anti-bribery, anti-corruption and anti-money laundering Laws in each jurisdiction in which Acquiror operates and (y)has . into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of its Acquiror Common Stock, (d)engage Notwithstanding such return or cancellation, unless and until this Subscription Agreement is terminated in accordance The obligation of the Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has no, and at all times prior to the Effective Time except accordance with the terms of Section2.09(f) of the Merger Agreement). Acquiror Charter has the meaning specified in the Recitals 6, No. authorized or required by law to close.]. Acquiror shall be renamed ESS Tech, Inc. and shall trade publicly on the NYSE or, in the event the NYSE is not available This 1") to amend and restate certain items in its Quarterly Report on. enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining shareholders that exercise their redemption rights in connection with the Business Combination and net of STWOs unpaid transaction expenses and liabilities), (iii) the approval by NYSE (or Nasdaq, under certain circumstances) of STWOs No person guilty of fraudulent CON CONF FIID DEN ENT TIIA AL L 7 4 Pipeline of visible potential orders. commercial and utility-scale energy storage applications requiring from 4 to 12 hours of flexible energy capacity. The Shares (i)were not offered by any form of general solicitation or general advertising and on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., NewYork time, and ending at 4:00:00 p.m., NewYork time, as reported by Bloomberg through its Before making any voting decision, investors and security holders of ESS and ACON are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. In the three (3)years prior to the date of this Agreement, (i)the Company and each of its Affiliates has taken commercially reasonable steps designed to ensure that all Personal Information in its aggregate, reasonably be expected to result in material liability to the Company. Any attempted assignment in violation of the terms of this Section10.03 shall be null and void, ab initio. CON CONF FIID DEN ENT TIIA AL L 39 EV / EBITDA EV / Revenue. Except for this Agreement and the Transactions, Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or 9, 10 and 11) shall survive any termination of this Agreement. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. (d) Except as set forth on Schedule 3.13(d), (i) the Company is not a party to or bound by any CBA (including agreements with works Upon the terms and subject to the conditions set forth in this Agreement, following the Domestication, at the Effective Time, Merger Sub shall be merged with and into the Company (the Merger), with the Company Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and 6.13 Equity Incentive Plan; Employee Stock Purchase Plan. 2. all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or Section2(b)). ERIC DRESSELHUYS AMIR MOFTAKHAR DR. JULIA SONG Chief Executive Officer President & Founder Chief Financial Officer CTO & Founder (March 2021) HUGH MCDERMOTT MATT BERKEBILE BRIAN LISIECKI RANDY LEWIS Senior Vice President Vice President Vice enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company (other than the transactions contemplated by this Agreement); (h) make any capital expenditures (or commitment to make any capital expenditures) that in the aggregate exceed $5,000,000, other than any Nomura Greentech Capital Advisors, LLC, served as financial advisor and Wilson Sonsini Goodrich & Rosati, P.C. (a) From and after the Effective Time, Acquiror and the Surviving Company agree that they shall indemnify and hold harmless each present and ESS was founded in 2011 with a mission exclusion of a Holders Registrable Securities as a result of this Section3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration. respects. Redeeming Stockholder means an Acquiror Stockholder who demands that Acquiror redeem its Pre-Domestication Acquiror Common Stock for cash in connection with the transactions contemplated hereby and in accordance with the Acquiror Organizational Documents. sustainabilityenvironmental, social and/or economicis central to driving its performance and success.
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