Exhibit 10.6


 


EXECUTION VERSION


 


DIRECTOR NOMINATION AGREEMENT


 


This Director Nomination Agreement
(this “Agreement”), dated as of July 12, 2021, is entered into by and among Ivanhoe Capital Acquisition Corp.,
a Cayman Islands exempted company (“Parent”), SES Holdings Pte. Ltd., a Singapore private company limited by shares
(the “Company”), and General Motors Ventures LLC, a Delaware limited liability company (“GM”). Each
of Parent, the Company and GM may be referred to herein as a “Party” and collectively as the “Parties”.
Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 2
of this Agreement.


 


RECITALS


 


WHEREAS, pursuant to that
certain Business Combination Agreement, dated as of July 12, 2021 (the “Business Combination Agreement”), by and
among Parent, Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and wholly owned subsidiary of Parent (“Amalgamation
Sub”), and the Company, Amalgamation Sub and the Company will amalgamate, the separate existence of Amalgamation Sub will thereupon
cease, and the Company will become a wholly owned subsidiary of Parent;


 


WHEREAS, pursuant to the Business
Combination Agreement, the equity securities of the Company issued and outstanding immediately prior to Closing will be exchanged for
equity securities of Parent upon the terms of and subject to the conditions set forth in the Business Combination Agreement; and


 


WHEREAS, in connection with
the transactions contemplated by the Business Combination Agreement, the Parties wish to set forth their understandings with respect to
certain director nomination rights following the Effective Time.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:


 


Section 1. Board of
Directors.


 


(a) Subject to the terms
and conditions of this Agreement, from and after the Effective Time, GM or its Affiliates shall have the right to nominate one (1) person
(including any successor, each, a “Nominee”) for election to the board of directors of Parent (the “Board”)
as provided in Section 1(c) below in connection with the annual or special meeting of stockholders of Parent, as the
case may be, in which members of the Board are to be elected (each, a “Meeting”), by giving written notice to Parent
not later than ten days after notice of the date of such Meeting is provided to GM; provided, however, that the Board
as of the Effective Time shall include the GM Director (as defined herein) as set forth in Section 1(b) below.


 






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(b) The Parties shall take
all necessary actions within their control, including but not limited to calling a meeting of the Board or executing an action by unanimous
written consent of the Board, such that, as of the Effective Time, the GM Director (as defined below) (who shall be Matthew Tsien) will
be appointed to the Board as a Class II Director with a term ending at Parent’s 2022 Annual Meeting.


 


(c) Subject to the terms
and conditions of this Agreement, from and after the Effective Time, the Parties shall, as promptly as reasonably practicable, take all
necessary and desirable actions within their control (including, without limitation, calling special meetings of the Board and the stockholders
and recommending, supporting and soliciting proxies), so that, for so long as GM (together with its Affiliates) Beneficially Owns at least
five percent (5%) of the fully diluted equity securities of Parent at any time, GM and its Affiliates shall have the right to nominate
one (1) Class II Director to the Board (the “GM Director”). At such time as GM (together with its Affiliates)
ceases to Beneficially Own at least five percent (5%) of the fully diluted equity securities of Parent, GM and its Affiliates shall cause
the GM Director to promptly furnish his or her resignation to the Board, which the Board may accept or reject in its sole discretion.


 


(d) Subject to the terms
and conditions of this Agreement, from and after the Effective Time, the Parties shall take all necessary actions within their control
to ensure that: (i) the Nominee is included in the Board’s slate of nominees to the stockholders of Parent for each election
of Directors and recommended by the Board at any meeting of stockholders called for the purpose of electing directors; and (ii) the
Nominee up for election is included in the proxy statement prepared by management of Parent in connection with Parent’s solicitation
of proxies or consents in favor of the foregoing for every meeting of the stockholders of Parent called with respect to the election of
members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders
of Parent or the Board with respect to the election of members of the Board.


 


(e) If a vacancy occurs
because of the death, disability, disqualification, resignation or removal of the GM Director for any other reason and GM is otherwise
entitled to have a Nominee serve on the Board pursuant to this Agreement, then GM shall be entitled to designate such person’s successor,
and the Parties shall, within ten days of such designation, take all necessary actions within their control such that such vacancy shall
be filled with such successor designee, it being understood that any such successor designee shall serve the remainder of the term of
the GM Director whom such designee replaces. Notwithstanding anything to the contrary, the director position for such GM Director shall
not be filled pending such designation and appointment, unless GM fails to designate such replacement for more than fifteen (15) days,
after which Parent may appoint an interim successor Director (an “Interim Director”) until GM makes such designation.


 


(f) If the Nominee is not
elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason and GM is
otherwise entitled to have a Nominee serve on the Board pursuant to this Agreement, GM or any of its Affiliates shall be entitled to nominate
promptly another Nominee and the Parties shall take all necessary actions within their control such that the director position for which
such Nominee was nominated shall not be filled pending such nomination or the size of the Board shall be increased by one and such vacancy
shall be filled with such successor Nominee within ten days of such nomination. Notwithstanding anything to the contrary, the director
position for which such Nominee was nominated shall not be filled pending such nomination and appointment, unless GM fails to nominate
such Nominee for more than fifteen (15) days, after which Parent may appoint an Interim Director who may serve as a director if duly elected
until GM makes such nomination.


 






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(g) The GM Director, if
not an employee or Affiliate of GM, shall be entitled to compensation consistent with the compensation received by other non-employee
Directors, including any fees and equity awards. In addition, Parent shall pay the reasonable, documented out-of-pocket expenses incurred
by the GM Director on the same terms and conditions as other non-employee Directors in connection with the GM Director’s services
provided to or on behalf of Parent, including attending meetings or events attended on behalf of Parent at Parent’s request.


 


(h) Parent shall (i) purchase
directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and
customary and (ii) for so long as the GM Director nominated to the Board pursuant to the terms of this Agreement serves as a Director
of Parent, maintain such coverage for the benefit of the GM Director.


 


(i) For so long as the
GM Director serves as a Director of Parent, Parent shall not amend, alter or repeal any right to indemnification or exculpation covering
or benefiting any such Director, as applicable, nominated pursuant to this Agreement as and to the extent consistent with applicable Law,
including but not limited to any such rights to indemnification or exculpation in Parent’s Organizational Documents (except to the
extent such amendment or alteration permits Parent to provide broader indemnification or exculpation rights, in the aggregate and on an
individual basis, on a retroactive basis, than permitted prior thereto).


 


(j) Parent acknowledges
and agrees that the GM Director may share any information concerning Parent and its subsidiaries received by the GM Director, from or
on behalf of Parent or its designated representatives, with GM, its Affiliates and their designated representatives; provided,
however, that GM and such of its Affiliates and their designated representatives receiving any such information shall be required
to execute and deliver to Parent an agreement to abide by all Parent policies applicable to members of the Board and a confidentiality
agreement reasonably acceptable to Parent to protect confidential information of Parent or confidential information of third parties that
Parent is required to hold in confidence, or for other similar reasons; provided, further, that the GM Director shall not
share any such information if Parent informs such Director that such sharing could be reasonably expected to compromise or otherwise adversely
affect Parent’s and/or its Affiliates’ ability to assert any attorney-client privilege.


 






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(k) Any Nominee will be
subject to Parent’s customary due diligence process, including its review of a completed questionnaire and a background check. Based
on the foregoing, Parent may reasonably object to any Nominee (i) provided it does so in good faith and (ii) solely to the extent
such objection is based upon any of the following: (1) such Nominee was convicted in a criminal Legal Proceeding or is a named subject
of a pending criminal Legal Proceeding (excluding traffic violations, misdemeanors and other minor offenses); (2) such Nominee was
the subject of any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction,
permanently or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in
any type of business practice relevant to the Company’s business, or (B) engaging in any activity in connection with the purchase
or sale of any security or in connection with any violation of federal or state securities laws; (3) such Nominee was the subject
of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending
or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in clause (2)(B), or
to be associated with persons engaged in such activity; (4) such Nominee was found by a court of competent jurisdiction in a civil
action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC
has not been subsequently reversed, suspended or vacated; (5) such Nominee was the subject of, or a party to any federal or state
judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation
of any federal or state securities laws or regulations; or (6) such Nominee would not otherwise be qualified under any applicable
Law to serve as a director of the Company. In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more
of the foregoing clauses (1) through (6) and reasonably objects to the identified director, GM and its Affiliates shall be entitled
to propose a different nominee to the Board within thirty (30) days of Parent’s notice to GM of its objection to the Nominee and
such replacement Nominee shall be subject to the review process outlined above.


 


Section 2. Definitions.


 


“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control
with, such specified Person, through one or more intermediaries or otherwise.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Amalgamation Sub”
has the meaning set forth in the recitals.


 


“Annual Meeting”
means any meeting of the stockholders of Parent held for the purpose of electing the Directors of Parent.


 


“Beneficially Own”
has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended.


 


“Board” has
the meaning set forth in Section 1(a).


 


“Business Combination
Agreement” has the meaning set forth in the recitals.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Singapore are authorized or
required by Law to close.


 


“Class II Director”
has the meaning set forth in the Certificate of Incorporation of Parent.


 


“Closing”
has the meaning ascribed to it in the Business Combination Agreement.


 






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“Company”
has the meaning set forth in the preamble.


 


“Director”
means a member of the Board until such individual’s death, disability, disqualification, resignation or removal.


 


“Effective Time”
has the meaning ascribed to it in the Business Combination Agreement.


 


“GM” has
the meaning set forth in the preamble.


 


“GM Director”
has the meaning set forth in Section 1(c).


 


“Interim Director”
has the meaning set forth in Section 1(e).


 


“Law” has
the meaning ascribed to it in the Business Combination Agreement.


 


“Legal Proceeding”
has the meaning ascribed to it in the Business Combination Agreement.


 


“Meeting”
has the meaning set forth in Section 1(a).


 


“Nominee”
has the meaning set forth in Section 1(a).


 


“Organizational Documents”
means Parent’s certificate of incorporation and bylaws, as in effect at the Effective Time, as the same may be amended from time
to time.


 


“Parent”
has the meaning set forth in the preamble.


 


“Party” has
the meaning set forth in the preamble.


 


“Person”
means any individual, firm, corporation, partnership, limited liability Parent, incorporated or unincorporated association, joint venture,
joint stock Parent, governmental agency or instrumentality or other entity of any kind.


 


“SEC” means
the Securities and Exchange Commission.


 


Section 3. Assignment;
Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors,
legal representatives and assignees for the uses and purposes set forth and referred to herein. None of the Parties shall have the right
to assign any of its rights or obligations hereunder without the prior written consent of the other Parties. Nothing herein contained
shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.


 






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Section 4. Remedies.
The Parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge that a breach
of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition
to other rights and remedies hereunder, the Parties shall be entitled to seek specific performance and/or injunctive or other equitable
relief (without posting a bond or other security) from any court of Law or equity of competent jurisdiction in order to enforce or prevent
any violation of the provisions of this Agreement.


 


Section 5. Notices.
All notices, demands, requests, instructions, claims, consents, waivers and other communications to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered
(or, if delivery is refused, upon presentment), received by fax or email (with hard copy to follow) prior to 5:00 p.m. Eastern Time
on a Business Day or delivery by reputable overnight express courier (charges prepaid) or (b) three (3) days following mailing
by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices,
demands and communications to a Party shall be sent to the addresses indicated below:


 


		(a)	if to Parent or Amalgamation Sub, to:



 


Ivanhoe Capital Acquisition Corp. 


1177 Avenue of the Americas 5th Floor 


New
York, NY 10036


		Attention:	Andrew Boyd



		E-mail:	andy@bramaleapartners.com





 


with a copy (which
shall not constitute notice) to:


 


Kirkland & Ellis LLP 


609 Main Street 


Houston, Texas 77002 


		Attention:	Sean T. Wheeler, P.C.
	 	 	Debbie
Yee, P.C.
	 	 	Travis J. Distaso
	 	E-mail:	sean.wheeler@kirkland.com
	 	 	debbie.yee@kirkland.com
	 	 	travis.distaso@kirkland.com



 


		(b)	if to the Company, prior to the Closing, to:



 


1 Robinson Road 


#18-00 AIA Tower 


Singapore 048542 


		Attention:	Qichao Hu, Chief Executive Officer
	 	 	Joanne Ban, Chief Legal Officer






		E-mail:	qichao@ses.ai
	 	 	jban@ses.ai



 






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with a copy (which shall not
constitute notice) to:


 


White & Case LLP 


1221 Avenue of the Americas 


New York, New York 10020-1095 


		Attention:	Chang-Do Gong
	 	 	Joel Rubinstein
	 	 	Jonathan Rochwarger






		E-mail:	cgong@whitecase.com
	 	 	joel.rubinstein@whitecase.com
	 	 	jonathan.rochwarger@whitecase.com



 


(c) if to GM, to:


 


General Motors
Holdings LLC 


300 Renaissance
Center 


Detroit, MI 48265 


		Attention:	Assistant General Counsel – Corporate Finance and Global Innovation
	 	 	elena.centeio@gm.com



 


General Motors
Ventures LLC 


Mail Code 480-106-RA1 


30470 Harley Earl
Boulevard 


Warren, MI 48092 


		Attention:	President
	 	 	matt.tsien@gm.com



 


Section 6. No Strict
Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual
intent, and no rule of strict construction shall be applied against any Party.


 


Section 7. No Third-Party
Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any Person
other than the Parties and their respective successors and assigns any remedy or claim under or by reason of this Agreement or any terms,
covenants or conditions hereof, and all of the terms, covenants, conditions, promises and agreements contained in this Agreement shall
be for the sole and exclusive benefit of the Parties and their respective successors and assigns.


 


Section 8. Further
Assurances. Each of the Parties hereby agrees that it will hereafter execute and deliver any further document, agreement, instruments
of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.


 


Section 9. Counterparts.
This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile or electronic transmission in portable
document format, each of which shall be deemed to be an original and shall be binding upon the Party who executed the same, but all of
such counterparts shall constitute the same agreement.


 






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Section 10. Governing
Law. The Law of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including
any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability
of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law
or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application
of the Law of any jurisdiction other than the State of Delaware.


 


Section 11. Jurisdiction;
WAIVER OF TRIAL BY JURY. Each of the Parties submits to the exclusive jurisdiction of first, the Court of Chancery of the State of
Delaware or if such court declines jurisdiction, then to the federal court sitting in the State of Delaware, in any action or Legal Proceeding
arising out of or relating to this Agreement, agrees that all claims in respect of the action or Legal Proceeding shall be heard and determined
in any such court and agrees not to bring any Legal Proceeding arising out of or relating to this Agreement in any other courts. Nothing
in this Section 11, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law
or at equity. Each Party agrees that a final judgment in any Legal Proceeding so brought shall be conclusive and may be enforced by suit
on the judgment or in any other manner provided by Law or at equity. Each party to this Agreement
hereby IRREVOCABLY waives all rights to trial by jury in any action, suit or LEGAL Proceeding brought to resolve any dispute between or
among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this
Agreement, the transactions contemplated hereby and/or the relationships established among the parties hereunder. THE PARTIES HERETO FURTHER
WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


Section 12. Entire
Agreement. This Agreement, together with the Business Combination Agreement, the agreements referenced herein and the other agreements
entered into in connection with the consummation of the transactions contemplated by the Business Combination Agreement, constitute the
entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written
or oral, that may have been made or entered into by or among any of the Parties or any of their respective subsidiaries relating to the
transactions contemplated hereby.


 


Section 13. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held
invalid or unenforceable in any respect under the Laws governing this Agreement, the remaining provisions of this Agreement shall be reformed,
construed and enforced to the fullest extent permitted by Law and to the extent necessary to give effect to the intent of the Parties.


 






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Section 14. Amendment
and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be
effective against the Parties unless such modification is approved in writing by the Parties. The failure of any Party to enforce any
of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such
Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.


 


Section 15. Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall expire and terminate automatically upon the earlier of
(i) the termination of the Business Combination Agreement by the parties thereto in accordance with the terms thereof or (ii) following
the Effective Time, the time, if any, when GM (together with their respective Affiliates and permitted assignees) ceases to Beneficially
Own at least five percent (5%) of the fully diluted equity securities of Parent; provided, however, that Sections 1(h) through
(i), Sections 2 through 7, Sections 10 through 14, this Section 15 and Section 16
shall survive the termination of this Agreement.


 


Section 16. Enforcement.
Each of the Parties covenant and agree that the disinterested Directors of the Board have the right to enforce, waive or take any other
action with respect to this Agreement on behalf of Parent.


 


[Signature pages follow]


 






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IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the Effective Time.


 


	 	IVANHOE CAPITAL ACQUISITION CORP.
	 	 
	 	 
	 	 
	 	By:	/s/ Robert Friedland
	 	 	Name: Robert Friedland
	 	 	Title: Chairman and Chief Executive Officer
	 	 
	 	 
	 	 
	 	SES HOLDINGS PTE. LTD.
	 	 
	 	 
	 	 
	 	By:	/s/ Qichao Hu
	 	 	Name: Qichao Hu
	 	 	Title: Founder and CEO
	 	 
	 	 
	 	 
	 	General Motors Ventures
LLC
	 	 
	 	 
	 	 
	 	By:	/s/ Matthew Tsien
	 	 	Name: Matthew Tsien
	 	 	Title: President



 


[Signature
Page to Director Nomination Agreement]