Exhibit 10.1


 


January 6, 2021


 


Ivanhoe Capital Acquisition Corp.


150 Beach Road


25-03 The Gateway West


189720 Singapore


 


Re:           Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the
 “Company”), and Morgan Stanley & Co. LLC, as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up
to 24,000,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value
$0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each
whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary
Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will
be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each of Ivanhoe Capital Sponsor LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors, advisory board and/or management
team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees
                                         that if the Company seeks shareholder approval of a proposed Business Combination, then
                                         in connection with such proposed Business Combination, it, he or she shall (i) vote
                                         any Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed
                                         Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or
                                         her in connection with such shareholder approval. If the Company seeks to consummate
                                         a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider
                                         agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him
                                         or her in connection therewith.



 


		2.	The Sponsor and each Insider hereby
                                         agrees that in the event that the Company fails to consummate a Business Combination
                                         within 24 months from the closing of the Public Offering, or such later period approved
                                         by the Company’s shareholders in accordance with the Company’s amended and
                                         restated memorandum and articles of association (as it may be amended from time to time,
                                         the “Charter”), the Sponsor and each Insider shall take all
                                         reasonable steps to cause the Company to (i) cease all operations except for the
                                         purpose of winding up, (ii) as promptly as reasonably possible but not more than
                                         ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares
                                         sold as part of the Units in the Public Offering (the “Offering Shares”),
                                         at a per-share price, payable in cash, equal to the aggregate amount then on deposit
                                         in the Trust Account (as defined below), including interest earned on the funds held
                                         in the Trust Account (which interest shall be net of taxes payable and up to $100,000
                                         of interest to pay dissolution expenses), divided by the number of then issued and outstanding
                                         Offering Shares, which redemption will completely extinguish all Public Shareholders’
                                         (as defined below) rights as shareholders (including the right to receive further liquidating
                                         distributions, if any), and (iii) as promptly as reasonably possible following such
                                         redemption, subject to the approval of the Company’s remaining shareholders and
                                         the Company’s board of directors, dissolve and liquidate, subject in the case of
                                         clauses (ii) and (iii) to the Company’s obligations under Cayman Islands
                                         law to provide for claims of creditors and in all cases subject to the other requirements
                                         of applicable law. The Sponsor and each Insider agrees to not propose any amendment to
                                         the Charter (A) to modify the substance or timing of the Company’s obligation
                                         to allow redemption in connection with a Business Combination or to redeem 100% of the
                                         Offering Shares if the Company does not complete a Business Combination within the required
                                         time period set forth in the Charter or (B) with respect to any other material provisions
                                         relating to shareholders’ rights or pre-Business Combination activity, unless the
                                         Company provides its Public Shareholders with the opportunity to redeem their Offering
                                         Shares upon approval of any such amendment at a per-share price, payable in cash, equal
                                         to the aggregate amount then on deposit in the Trust Account, including interest earned
                                         on the funds held in the Trust Account and not previously released to the Company to
                                         pay its taxes, divided by the number of then issued and outstanding Offering Shares.



 






    


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her.
The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if any, any redemption
rights it, he or she may have in connection with (a) the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder
vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated
a Business Combination within the time period set forth in the Charter or (B) with respect to any other material other provisions
relating to shareholders’ rights or pre-Business Combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within the time period set forth in the Charter).


 


		3.	During the period commencing on
                                         the effective date of the Underwriting Agreement and ending 180 days after such date,
                                         the Sponsor and each Insider shall not, without the prior written consent of the Representative,
                                         (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
                                         option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
                                         or establish or increase a put equivalent position or liquidate or decrease a call equivalent
                                         position within the meaning of Section 16 of the Securities Exchange Act of 1934,
                                         as amended (the “Exchange Act”), and the rules and regulations
                                         of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares
                                         (including, but not limited to, Founder Shares), Warrants or any securities convertible
                                         into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter
                                         into any swap or other arrangement that transfers to another, in whole or in part, any
                                         of the economic consequences of ownership of any Units, Ordinary Shares (including, but
                                         not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable,
                                         or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction
                                         is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly
                                         announce any intention to effect any transaction specified in clause (i) or (ii).



 


		4.	In the event of the liquidation
                                         of the Trust Account upon the failure of the Company to consummate a Business Combination
                                         within the time period set forth in the Charter, the Sponsor (the “Indemnitor”),
                                         agrees to indemnify and hold harmless the Company against any and all loss, liability,
                                         claim, damage and expense whatsoever (including, but not limited to, any and all legal
                                         or other expenses reasonably incurred in investigating, preparing or defending against
                                         any litigation, whether pending or threatened) to which the Company may become subject
                                         as a result of any claim by (i) any third party for services rendered or products
                                         sold to the Company or (ii) any prospective target business with which the Company
                                         has entered into a written letter of intent, confidentiality or other similar agreement
                                         or Business Combination agreement (a “Target”); provided,
                                         however, that such indemnification of the Company by the Indemnitor (x) shall
                                         apply only to the extent necessary to ensure that such claims by a third party or a Target
                                         do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
                                         per Offering Share and (ii) the actual amount per Offering Share held in the Trust
                                         Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
                                         Offering Share is then held in the Trust Account due to reductions in the value of the
                                         trust assets, less taxes payable, (y) shall not apply to any claims by a third party
                                         or a Target which executed a waiver of any and all rights to the monies held in the Trust
                                         Account (whether or not such waiver is enforceable) and (z) shall not apply to any
                                         claims under the Company’s indemnity of the Underwriters against certain liabilities,
                                         including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall
                                         have the right to defend against any such claim with counsel of its choice reasonably
                                         satisfactory to the Company if, within 15 days following written receipt of notice of
                                         the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
                                         undertake such defense.



 






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		5.	To the extent that the Underwriters
                                         do not exercise their over-allotment option to purchase up to an additional 3,600,000
                                         Units within 45 days from the date of the Prospectus (and as further described in the
                                         Prospectus), the Initial Shareholders agree to forfeit, at no cost, a number of Founder
                                         Shares, to be split pro rata between them based on the number of Founder Shares they
                                         hold upon the consummation of the Public Offering, equal to 900,000 multiplied by a fraction,
                                         (i) the numerator of which is 3,600,000 minus the number of Units purchased by the
                                         Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
                                         of which is 900,000. The forfeiture will be adjusted to the extent that the over-allotment
                                         option is not exercised in full by the Underwriters so that the Founder Shares will represent
                                         an aggregate of 20.0% of the Company’s issued and outstanding Class A Ordinary
                                         Shares after the Public Offering (not including Class A Ordinary Shares underlying
                                         the Private Placement Warrants (as defined below)). The Initial Shareholders further
                                         agree that to the extent that the size of the Public Offering is increased or decreased,
                                         the Company will purchase or sell Units or effect a share repurchase or share capitalization,
                                         as applicable, immediately prior to the consummation of the Public Offering in such amount
                                         as to maintain the ownership of the Initial Shareholders prior to the Public Offering
                                         at 20.0% of its issued and outstanding ordinary shares upon the consummation of the Public
                                         Offering. In connection with such increase or decrease in the size of the Public Offering,
                                         then (A) the references to 3,600,000 in the numerator and denominator of the formula
                                         in the first sentence of this paragraph shall be changed to a number equal to 15% of
                                         the number of Public Shares included in the Units issued in the Public Offering and (B) the
                                         reference to 3,600,000 in the formula set forth in the first sentence of this paragraph
                                         shall be adjusted to such number of Founder Shares that the Initial Shareholders would
                                         have to surrender to the Company in order for the Initial Shareholders to hold an aggregate
                                         of 20.0% of the Company’s issued and outstanding Class A Ordinary Shares after
                                         the Public Offering (not including Class A Ordinary Shares underlying the Warrants
                                         or Private Placement Warrants).



 


		6.	The Sponsor and each Insider hereby
                                         agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
                                         injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations
                                         under paragraphs 1, 2, 3, 4, 5, 7(a), and 7(b), as applicable, of this Letter Agreement,
                                         (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
                                         non-breaching party shall be entitled to injunctive relief, in addition to any other
                                         remedy that such party may have in law or in equity, in the event of such breach.



 






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(a)            The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares
issuable upon conversion thereof) until the earlier of (i) (v) with respect to 20% of such shares, until consummation
of a Business Combination, (w) with respect to 20% of such shares, until the closing price of the Class A Ordinary Shares
equals or exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination
(the “Requisite Trading Period”), (x) with respect to 20% of such shares, until the closing price
of the Class A Ordinary Shares equals or exceeds $14.00 for the Requisite Trading Period, (y) with respect to 20% of
such shares, until the closing price of the Class A Ordinary Shares equals or exceeds $16.00 for the Requisite Trading Period,
and (z) with respect to the remaining 20% of such shares, until the closing price of the Class A Ordinary Shares equals
or exceeds $18.00 for the Requisite Trading Period, and (ii) the date on which the Company completes a liquidation, merger,
capital stock exchange or other similar transaction after a Business Combination that results in all of the shareholders having
the right to exchange their Class A Ordinary Shares 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 shareholders in such liquidation, merger,
capital stock exchange or other similar transaction (the “Per Share Transaction Value”) is less than
$18.00, then the Founder Shares will be released from these transfer restrictions to the Initial Shareholders on a pro rata basis
as follows: (x) to the extent not previously released, all Founder Shares that are subject to release upon achievement of
any share price performance requirements that are less than the Per Share Transaction Value will be released, and (y) the
number of Founder Shares that would be released upon the achievement of the next share price performance requirement that is higher
than the Per Share Transaction Value (the “Release Threshold”), multiplied by (b) a fraction, the
numerator of which equals (x) 2, minus (y) the amount by which the Release Threshold exceeds the Per Share Transaction
Value, and the denominator of which equals 2, will be released. Any Founder Shares not released pursuant to the preceding sentence
will be forfeited and cancelled. For example, assuming no exercise of the underwriters’ over-allotment option, if the Per
Share Transaction Value equaled $15.00, then the number of Founder Shares released to the Initial Shareholders would be (1) any
unreleased Founder Shares that were subject to release upon the achievement of the $12.00 and $14.00 share price requirements,
plus (2) 600,000, or 50% of the Founder Shares that would have been released if the $16.00 share price threshold has been
achieved, and the remaining 1,200,000 unreleased Founder Shares would be forfeited and cancelled (the “Founder Shares
Lock-up Period”).


 


(b)            The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any Class A Ordinary
Shares underlying the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and the
Class A Ordinary Shares underlying the Private Placement Warrants that are held by the Sponsor any Insider or any of their
permitted transferees (that have complied with this paragraph 7(c)), are permitted (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 members of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate
of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of such individual; (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 an a Business Combination at prices no greater than the
price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the
completion of a Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s partnership
agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A
Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of a Business Combination;
provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions
contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 






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		7.	The Sponsor and each Insider represents
                                         and warrants that it, he or she has never been suspended or expelled from membership
                                         in any securities or commodities exchange or association or had a securities or commodities
                                         license or registration denied, suspended or revoked. Each Insider’s biographical
                                         information furnished to the Company (including any such information included in the
                                         Prospectus) is true and accurate in all respects and does not omit any material information
                                         with respect to the Insider’s background. The Sponsor and each Insider’s
                                         questionnaire furnished to the Company is true and accurate in all respects. The Sponsor
                                         and each Insider represents and warrants that: it, he or she is not subject to or a respondent
                                         in any legal action for, any injunction, cease-and-desist order or order or stipulation
                                         to desist or refrain from any act or practice relating to the offering of securities
                                         in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to,
                                         any crime (i) involving fraud, (ii) relating to any financial transaction or
                                         handling of funds of another person, or (iii) pertaining to any dealings in any
                                         securities and it, he or she is not currently a defendant in any such criminal proceeding.



 


		8.	Except as disclosed in the Prospectus,
                                         neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer,
                                         nor any director of the Company, shall receive from the Company any finder’s fee,
                                         reimbursement, consulting fee, monies in respect of any repayment of a loan or other
                                         compensation prior to, or in connection with any services rendered in order to effectuate,
                                         the consummation of a Business Combination (regardless of the type of transaction that
                                         it is), other than the following, none of which will be made from the proceeds held in
                                         the Trust Account prior to the completion of a Business Combination: repayment of a loan
                                         and advances up to an aggregate of $600,000 made to the Company by the Sponsor; payment
                                         to the Sponsor for certain office space, utilities, secretarial and administrative support
                                         services as may be reasonably required by the Company for a total of $10,000 per month;
                                         reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating,
                                         negotiating and completing a Business Combination, and repayment of loans, if any, and
                                         on such terms as to be determined by the Company from time to time, made by the Sponsor
                                         or an affiliate of the Sponsor or any of the Company’s officers or directors to
                                         finance transaction costs in connection with an intended Business Combination, provided,
                                         that, if the Company does not consummate a Business Combination, a portion of the working
                                         capital held outside the Trust Account may be used by the Company to repay such loaned
                                         amounts so long as no proceeds from the Trust Account are used for such repayment. Up
                                         to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per
                                         warrant at the option of the lender. Such warrants would be identical to the Private
                                         Placement Warrants, including as to exercise price, exercisability and exercise period.



 


		9.	The Sponsor and each Insider has
                                         full right and power, without violating any agreement to which it is bound (including,
                                         without limitation, any non-competition or non-solicitation agreement with any employer
                                         or former employer), to enter into this Letter Agreement and, as applicable, to serve
                                         as an officer and/or director on the board of directors of the Company and hereby consents
                                         to being named in the Prospectus as an officer and/or director of the Company.



 


		10.	As used herein, (i) “Business
                                         Combination” shall mean a merger, share exchange, asset acquisition, share
                                         purchase, reorganization or similar business combination, involving the Company and one
                                         or more businesses; (ii) “Ordinary Shares” shall mean
                                         the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001
                                         per share (the “Class B Ordinary Shares”); (iii) “Founder
                                         Shares” shall mean the 6,900,000 Class B Ordinary Shares issued and
                                         outstanding (up to 900,000 of which are subject to complete or partial forfeiture if
                                         the over-allotment option is not exercised by the Underwriters); (iv) “Initial
                                         Shareholders” shall mean the Sponsor and any Insider that holds Founder
                                         Shares; (v) “Private Placement Warrants” shall mean the
                                         4,533,333 warrants (or 5,013,333 warrants if the over-allotment option is exercised in
                                         full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,800,000
                                         (or $7,520,000 if the over-allotment option is exercised in full), or $1.50 per warrant,
                                         in a private placement that shall occur simultaneously with the consummation of the Public
                                         Offering; (vi) “Public Shareholders” shall mean the holders
                                         of securities issued in the Public Offering; (vii) “Trust Account”
                                         shall mean the trust fund into which a portion of the net proceeds of the Public Offering
                                         and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer”
                                         shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
                                         pledge, grant of any option to purchase 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, and the rules and regulations of the Commission
                                         promulgated thereunder 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).



 






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		11.	The Company will maintain an insurance
                                         policy or policies providing directors’ and officers’ liability insurance,
                                         and each Insider 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 of the Company’s
                                         directors or officers.



 


		12.	This Letter Agreement constitutes
                                         the entire agreement and understanding of the parties hereto in respect of the subject
                                         matter hereof and supersedes all prior understandings, agreements, or representations
                                         by or among the parties hereto, written or oral, to the extent they relate in any way
                                         to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
                                         may not be changed, amended, modified or waived (other than to correct a typographical
                                         error) as to any particular provision, except by a written instrument executed by all
                                         parties hereto.



 


		13.	No party hereto may assign either
                                         this Letter Agreement or any of its rights, interests, or obligations hereunder without
                                         the prior written consent of the other parties. Any purported assignment in violation
                                         of this paragraph shall be void and ineffectual and shall not operate to transfer or
                                         assign any interest or title to the purported assignee. This Letter Agreement shall be
                                         binding on the Sponsor and each Insider and their respective successors, heirs and assigns
                                         and permitted transferees.



 


		14.	Nothing in this Letter Agreement
                                         shall be construed to confer upon, or give to, any person or corporation other than the
                                         parties hereto any right, remedy or claim under or by reason of this Letter Agreement
                                         or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
                                         conditions, stipulations, promises and agreements contained in this Letter Agreement
                                         shall be for the sole and exclusive benefit of the parties hereto and their successors,
                                         heirs, personal representatives and assigns and permitted transferees.



 


		15.	This Letter 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.



 


		16.	This Letter 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 Letter 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 Letter
                                         Agreement a provision as similar in terms to such invalid or unenforceable provision
                                         as may be possible and be valid and enforceable.



 






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		17.	This Letter Agreement shall be
                                         governed by and construed and enforced in accordance with the laws of the State of New
                                         York. The parties hereto (i) all agree that any action, proceeding, claim or dispute
                                         arising out of, or relating in any way to, this Letter Agreement shall be brought and
                                         enforced in the courts of New York City, in the State of New York, and irrevocably submit
                                         to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
                                         any objection to such exclusive jurisdiction and venue or that such courts represent
                                         an inconvenient forum.



 


		18.	Any notice, consent or request
                                         to be given in connection with any of the terms or provisions of this Letter Agreement
                                         shall be in writing and shall be sent by express mail or similar private courier service,
                                         by certified mail (return receipt requested), by hand delivery or facsimile transmission.



 


		19.	This Letter Agreement shall terminate
                                         on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
                                         of the Company; provided, however, that this Letter Agreement shall earlier terminate
                                         in the event that the Public Offering is not consummated and closed by June 31,
                                         2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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Sincerely,


 


	 	IVANHOE CAPITAL SPONSOR LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Robert
    Friedland
	 	 	 	Name: Robert Friedland
	 	 	 	Title:   President



 



 


	 	By:	/s/
    Robert Friedland
	 	 	Name: Robert Friedland
	 	 	 
	 	By:	/s/ Gary
    Gartner
	 	 	Name: Gary Gartner
	 	 	 
	 	By:	/s/ Andrew
    Boyd
	 	 	Name: Andrew Boyd
	 	 	 
	 	By:	/s/ Christopher Carter 
	 	 	Name: Christopher Carter 
	 	 	 
	 	By:	/s/ Hirofumi
    Katase
	 	 	Name: Hirofumi Katase 
	 	 	 
	 	By:	/s/ Francis
    P. T. Leung
	 	 	Name: Francis P. T. Leung 
	 	 	 
	 	By:	/s/ Edward
    T. Welburn Jr.
	 	 	Name: Edward T. Welburn Jr.



 


 


	Acknowledged and Agreed:	 
	 	 
	IVANHOE CAPITAL ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Robert Friedland	 
	 	Name: Robert Friedland	 
	 	Title:   Chairman and Chief Executive Officer	 


 


[Signature Page to Letter Agreement]