CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
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May 5, 2021
Ford Motor Company
Dearborn, Michigan 48121
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Series B Preferred Stock Financing Letter Agreement
Ladies and Gentlemen:
In connection with the proposed sale and issuance of shares of Series B Preferred Stock (the Financing) of Solid Power, Inc., a Colorado corporation (the Company, Solid Power or SP), to Ford Motor Company, a Delaware corporation (Ford), pursuant to the terms and conditions of a Series B Preferred Stock Purchase Agreement, dated of even date herewith (the Effective Date), by and among the Company, Ford and certain other investors party thereto (the Purchase Agreement), the Company and Ford hereby agree that, contemporaneous with the Initial Closing, Ford shall be entitled to the following contractual rights, in addition to any other rights specifically provided to Ford in connection with the Financing pursuant to and in accordance with the Purchase Agreement and the other agreements entered into in connection therewith. Capitalized terms used but not otherwise defined in this letter agreement (this Agreement) shall have the meanings ascribed to such terms set forth in the Purchase Agreement.
For the purposes of this Agreement:
Affiliate means any Person controlled by, controlling or under common control with the Company or Ford. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by law, ownership of securities, contractual, or otherwise; and the terms controlling and controlled shall have the meanings correlative to the foregoing.
Nomination Right Sunset Date means the earlier to occur of [ * * * ], or the occurrence of a Deemed Liquidation Event (as defined in the Companys Articles of Incorporation) following a Public Company Event.
Person means an individual, corporation, partnership, joint venture, limited liability company, unincorporated organization, trust, association or other entity.
Public Company Event means (i) a business combination between the Company and a special purpose acquisition company that is registered under the Securities Act of 1933, whose assets consist solely of cash and cash equivalents and formed for the purpose of acquiring an operating business, or (ii) the closing of the sale of the Companys securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public.
1. Industrialization Agreement. The Company shall use best efforts according to the schedule provided in Attachment A, or at a later date as determined jointly by Ford and the Company,
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