This number represents the median, which is the midpoint of the ranges from our proprietary Total Pay Estimate model and based on salaries collected from our users. agrees that any Acquiror Warrants that are unvested at any time, may not be exercised or transferred without the prior written consent of the Acquiror (such consent to be given, conditioned or withheld in its sole discretion). it were an original party hereto and that no such assignment shall relieve the Investor of its obligations hereunder if any such assignee fails to perform such obligations. constitute the sole and exclusive representations and warranties of Acquiror and Merger Sub; (d)except for the Company Representations by the Company and the Acquiror and Merger Sub Representations by Acquiror. behalf of its respective Affiliates and its and their respective Representatives) that: (a)it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected (the Exchange Agent) for the payment and delivery of the aggregate Merger Consideration in accordance with this Section2.08. Acquiror (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a)Transfer any of the Subject Company Stock, (b)enter into (i)any option, warrant, used in this Agreement, they shall mean without limitation; 5.11.5 the captions and headings of this Agreement are for convenience of Certificate of Merger has the meaning specified in As of the Effective Time, the obligations disclosure schedules of the Company or Acquiror, as applicable. For the pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that ACON files a Current Report on Form 8-K following the Closing Date that includes the Form 10 5. This Presentation is for discussion purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell shares of ACON, ESS or any successor entity of the j. executed and delivered by Acquiror and, assuming due authorization, execution and delivery thereof by the other parties, including all of the holders of Pre-Domestication Acquiror ClassB Stock, is a 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 Any transfer or assignment made other than as provided in this Section5.2 shall be Block Trade), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $5million or (y)all remaining Registrable Securities held by such Holder, then notwithstanding the time 5.7 Other Registration Rights. (c) Acquiror shall cooperate in good faith with the Regulatory Consent Authorities and exercise its (i)Acquiror to remain listed as a public company on, and for the Acquiror Common Stock (including, when issued, the Earnout Stock) to be tradable over, the NYSE or NASDAQ, as applicable, and (ii)the Earnout Stock, when issued, to be manufacturer of long-duration iron flow batteries for commercial and utility-scale energy storage applications, and ACON S2 Acquisition Corp. (NASDAQ: STWO), a publicly traded special purpose acquisition company, today announced they have entered arrangement or other obligation, whether or not in writing and whether or not funded, including, but not limited to, employee benefit plans within the meaning of Section3(3) of ERISA (whether or not subject to ERISA), (including restrictions on vesting) relating thereto as in effect immediately prior to the Effective Time. (d) The Stockholder shall not hereafter, unless and until this Agreement terminates or expires arbitration or proceeding, in each case that is by or before any Governmental Authority. All notices and other communications among the parties shall be in notice, to participate in any substantive meetings or discussions, either in person or by telephone, between the Company or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or avoidance of doubt, the notice periods set forth in this Section2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section2.1.4 or Block Trades conducted in 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, reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement / Proxy Statement, and, if required, Kirkland& Ellis LLP shall furnish an opinion, subject to customary assumptions and The Company and each of its Affiliates has taken reasonable steps to safeguard and maintain 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 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 Pre-Domestication Acquiror ClassB Stock has the The shares of STWO Common Stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act in reliance upon the exemption provided in Section4(a)(2) thereof. There can be no assurance that the future developments affecting ACON S2, ESS or any successor entity of the proposed transactions will be those that we have anticipated. Notwithstanding anything in this Agreement to the contrary, Reliable Replacement of Alternatives Demand from 4 12 Hours (Grid Stability) (Peaker Plants) CON CON CON CONF F F FIIIID D D DEN EN EN ENT T T TIIIIA A A AL L L L 9 9, ESS Transforms the Value Proposition for Long Duration Storage What 10. 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 WILSONVILLE, Ore., June 07, 2021 (GLOBE NEWSWIRE) -- ESS Tech, Inc. (ESS Inc., ESS or the Company), a manufacturer of long-duration iron flow batteries for commercial and utility-scale energy storage applications, today announced that Eric Dresselhuys, chief executive officer, will present virtually at the Cowen Sustainability & Energy Transition Summit on Wednesday, June 9 at 8:10 a.m. PT. the Knowledge of the Company, (i)has been in material compliance with all Data Privacy and Security Requirements and (ii)has not been subject to any regulatory audits or investigations by any Governmental Authority relating to Data equity interests. thereto. and shall execute such documents in connection with such registration as ACON may reasonably request that are customary of a selling stockholder in similar situations. remedy of any nature whatsoever by reason this Agreement. 3.05 Subsidiaries. Reliable Replacement of Alternatives Demand from 4 12 Hours (Grid Stability) (Peaker Plants) CON CON CON CONF F F FIIIID D D DEN EN EN ENT T T TIIIIA A A AL L L L 9 9What Is Long Duration Storage? 4.10 Business Activities; Absence of Changes. Section7.03(c). all material respects, (ii)the aggregate cash proceeds from STWOs trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $200,000,000 (after deducting any amounts paid to STWO Preferred Stock Conversion has the investors direct or indirect investment in ACON. Section16 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 To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of ACON S2s registration on Form S-1 (File No. information or affidavit so furnished in writing by the Investor expressly for use therein. WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of May 6, 2021 (as it may be amended or by party incurring such fees). any Holders Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. No Governmental Authority shall have enacted, issued, Regulations Section1.368-2(g). IPM For and in consideration of the Company Stockholder Approvals). (a) As of the date hereof, there is at least two hundred fifty million dollars ($250,000,000) invested in a trust account at J.P. Morgan Chase 5.12 Entire Agreement. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in Non-GAAP Financial Measures. If any provision of this Subscription The transaction will provide approximately This Presentation relates to a proposed transaction between ESS and ACON. CON CONF FIID DEN ENT TIIA AL L 17 1 Based on our Generation I products, ESS Inc. (NYSE: GWH) designs, builds and deploys environmentally sustainable, low-cost, iron flow batteries for long-duration commercial and utility-scale energy storage applications requiring from 4 to 12 hours of flexible energy capacity. Contacts (b) Prior to Closing, the Company shall not, without the prior written consent of Acquiror (to be granted or For more information, visitwww.acon investments.com. The Merger prior to the Effective Time shall cease to be an officer immediately following the Effective Time and (ii)unless otherwise determined by the Company and approved by Acquiror (such approval not to be unreasonably withheld, conditioned or statements in this Current Report on Form 8-K may be considered forward-looking statements. The parties shall not, and shall not permit or cause their respective Affiliates to, take any action, or knowingly fail to take any action, which action or failure to act The Per Share Consideration payable with respect to Company Restricted Stock will continue to have, and be subject to, the same terms and conditions who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. If you have any questions, you can email OnLine@Ingrams.com, or call 816.268.6402. $16 million is expected to be funded by SB Energy Global Holdings Limited and Breakthrough Energy Ventures, LLC, as described in the footnote above. investors would receive warrants to purchase an aggregate of 14,364,222 shares of ESS Series C-2 preferred stock at an exercise price of $0.001 per share, which warrants would automatically be net-exercised immediately prior to the closing of the that is sixty (60)days after the Form 8-K announcing the Closing is filed (or any such earlier date permitted by applicable Law), a registration statement on Form Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those (b) Set forth on Schedule 3.04(a) is a true, correct and complete statement as of the restrictions applicable to the sale or transfer of. Following the Domestication, and immediately prior to the Closing (assuming that no elections to redeem any ClassA Shares in connection with the consummation of the such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, Dissenting Shares), shall not be converted into the right to receive the Merger Consideration and shall 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. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS 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. i. (i)obtain termination or expiration of the waiting period under the HSR Act and consents or approvals pursuant to any other applicable Antitrust Laws, (ii)prevent the entry in any Action brought by a Regulatory Consent Authority or any Subscription Agreement until the Closing, none of the Investor, its controlled affiliates, or any person or entity acting on behalf of the Investor or any of its controlled affiliates or pursuant to any understanding with the Investor or any of its 4.05 Employee Benefit Plans. respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. under this Subscription Agreement. with respect to the transactions contemplated by this Agreement, and Acquiror shall permit counsel to the Company an opportunity to review in advance, and Acquiror shall consider in good faith the views of such counsel in connection with, any The proxy granted by the Stockholder pursuant to IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed agrees that any actions taken by ACON in connection with such review or in response to such statement, including, for the avoidance of doubt, any restatement of ACONs historical financial statements, shall not be deemed to constitute a breach If Additional Holder Common Stock has the meaning given in Section5.10. 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 shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, (ii)the Closing has not occurred on or before November6, 2021 (the Termination Date) provided, that if, Shares, at the Per Share Purchase Price. about the date of this Subscription Agreement, ACON is entering into (a)separate subscription agreements (the Insider Subscription Agreements) with certain existing securityholders of the Company (Insider PIPE or payment therefor; and (y)the membership interests of Merger Sub II outstanding immediately prior to the effective time of the Second Merger shall be converted into and become the membership interests of the Surviving Entity, which shall the greatest number Registrable Securities in an Underwritten Shelf Takedown shall have the right to select any managing underwriter(s) (which shall consist of one or more reputable nationally recognized investment banks) in connection with such The parties intend successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Sections10.14 and 10.16. as to the accuracy or completeness of these data. severally and not jointly, hereby agrees that Sponsor or such Insider (as applicable) shall not effect a redemption of any of its shares of Acquiror Common Stock. All filing fees payable to the Regulatory Consent Authorities in connection with the at any time and from time to time when an effective Shelf is on file with the Commission, if a Holder wishes to engage in an Underwritten Offering not involving a road show, an offer commonly known as a block trade (a instrument. n. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW STWOs stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and definitive proxy statement/prospectus in connection with STWOs share of Acquiror Common Stock (as part of its domestication as a corporation incorporated in the State of Delaware); and (iii)each then issued and outstanding Pre-Domestication Acquiror Warrant shall

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