Exhibit 10.5


 


EXECUTION VERSION


 


SUPPORT AGREEMENT


 


THIS SUPPORT AGREEMENT (this
“Agreement”) is entered into as of July 12, 2021, by and between Ivanhoe Capital Acquisition Corp., a Cayman
Islands exempted company (which will domesticate as a Delaware corporation prior to the Closing) (“Parent”), and the
undersigned shareholders of the Company (as defined below) (collectively, the “Company Shareholders” and each a “Company
Shareholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Business Combination
Agreement (as defined below).


 


RECITALS


 


WHEREAS, it is contemplated
that, pursuant to the Business Combination Agreement, dated as of the date hereof (as amended from time to time, the “Business
Combination Agreement”), by and among Parent, SES Holdings Pte. Ltd., a Singapore private company limited by shares (the “Company”),
and Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned Subsidiary of Parent (“Amalgamation
Sub”), Amalgamation Sub and the Company will amalgamate (the “Amalgamation”), with the Company surviving
the Amalgamation as the Amalgamated Company;


 


WHEREAS, as of the date hereof,
each Company Shareholder is the legal and beneficial owner (including under the Singapore Companies Act) of the number of Company Shares
set forth across from such Company Shareholder’s name on Schedule 1 attached hereto (and, together with any additional
Company Interests in which such Company Shareholder acquires legal and beneficial ownership of after the date hereof, including by purchase,
as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, upon
exercise or conversion of any securities, the “Equity Securities”);


 


WHEREAS, the Company Shareholders
will receive substantial benefits from the consummation of the transactions contemplated by the Business Combination Agreement;


 


WHEREAS, the representations,
warranties, covenants and other agreements set forth herein were a material inducement to Parent to enter into the Business Combination
Agreement and to perform its obligations thereunder; and


 


WHEREAS, Parent is relying
on the representations, warranties, covenants and other agreements of this Agreement and Parent would not enter into the Business Combination
Agreement or be willing to consummate the Amalgamation without the representations, warranties, covenants and other agreements of this
Agreement.


 






     


     


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:


 


1.           Voting;
Waiver of Rights; Waiver of Transfer Restrictions. Subject to the earlier termination of this Agreement in accordance with Section 2,
each Company Shareholder, solely in its capacity as a holder of the Equity Securities, agrees as follows: during the period beginning
on the date of this Agreement and ending on the Termination Date (as defined below), (a) such Company Shareholder hereby irrevocably
and unconditionally waives and agrees not to exercise or assert any rights, or make any demand or claims of oppression relating to the
Amalgamation or any other transaction contemplated by the Business Combination Agreement that such Company Shareholder may have (under
the Singapore Companies Act or otherwise) by virtue of, or with respect to, any outstanding Equity Securities legally or beneficially
owned by such Company Shareholder; and (b) such Company Shareholder will, with respect to all of such Company Shareholder’s
Equity Securities, vote at any meeting of the shareholders of the Company, and in any action by written consent of the shareholders of
the Company, to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the Amalgamation,
and will not withdraw or rescind such vote or otherwise take action to make such vote ineffective. In furtherance of the provisions set
forth in this Section 1, each Company Shareholder shall execute and deliver the Company Shareholder Written Consent in accordance
with the terms and conditions set forth in the Business Combination Agreement, and shall not thereafter withdraw or rescind such consent
or otherwise take action to make such consent ineffective. In addition, in accordance with Section 6.7 of that certain Second Amended
and Restated Investors’ Rights Agreement, dated as of May 12, 2021, by and among the Company and certain of the holders of
Company Shares (the “Investors’ Rights Agreement”), each Company Shareholder, solely in its capacity as a holder
of the Equity Securities, hereby agrees to waive the provisions of Section 4 of the Investors’ Rights Agreement to the extent
such provisions would be triggered by virtue of the consummation of the Transactions, including the Amalgamation.


 


2.            Termination.


 


(a)        Subject
to Section 2(b), this Agreement shall terminate upon the earliest of: (i) the Effective Time; (ii) the termination
of the Business Combination Agreement in accordance with its terms; and (iii) the time this Agreement is terminated upon the mutual
written agreement of Parent and the Company Shareholders (the earliest such date under clause (i), (ii) and (iii) being referred
to herein as the “Termination Date”).


 


(b)          Upon
termination of this Agreement, no party hereto shall have any further obligations or liabilities under this Agreement; provided,
that the provisions set forth in Section 1(a), Section 5(a) and Section 5(c) (in each of
the foregoing cases, solely in the case of termination under clause (i) of Section 2(a)), Section 5(b) and
Section 6 shall survive the termination of this Agreement; provided, further, that termination of this Agreement
shall not relieve any party hereto from any liability for any breach of this Agreement prior to such termination.


 


(c)          Notwithstanding
anything to the contrary, the Company Shareholders shall have the right to terminate this Agreement if and to the extent that the Business
Combination Agreement has been amended to reduce the consideration payable to the Company Shareholders or to extend the Outside Date.


 


(d)        The
representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not
survive the Closing or the termination of this Agreement.


 


3.            Representations
and Warranties of the Company Shareholder.


 


(a)         Each
Company Shareholder hereby represents and warrants to Parent, on behalf of itself, that the Equity Securities set forth across from such
Company Shareholder’s name on Schedule 1 attached hereto constitute all of the Company Shares legally or beneficially
owned by such Company Shareholder as of the date hereof. Each Company Shareholder has good and valid title to such Equity Securities
set forth across from such Company Shareholder’s name on Schedule 1 attached hereto and as of the Effective Time will have
good and valid title to all Equity Securities held by such Company Shareholder free and clear of all Liens (other than transfer restrictions
under applicable securities Laws).


 






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(b)        Each
Company Shareholder hereby represents and warrants to Parent, on behalf of itself, that: (A) (i) in the event that such Company
Shareholder is an individual, such Company Shareholder has all requisite capacity to execute and deliver this Agreement and the Transaction
Agreements to which he or she is a party and to perform his or her obligations hereunder and thereunder, and (ii) in the event such
Company Shareholder is a legal entity, (1) such Company Shareholder is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation or organization and has the requisite corporate, limited liability company or other
entity power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder and (2) the
execution, delivery and performance by such Company Shareholder of this Agreement and its obligations hereunder have been duly and validly
authorized by such Company Shareholder and no other act or proceeding on the part of such Company Shareholder is necessary to authorize
the execution, delivery or performance of this Agreement, (B) this Agreement has been duly executed and delivered by such Company
Shareholder and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a valid and binding obligation
of such Company Shareholder, enforceable in accordance with its terms, subject to the Remedies Exception, and (C) neither the execution
and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) if such Company Shareholder
is a legal entity, conflict with or result in any material breach of any provision of the Charter Documents of such Company Shareholder,
(ii) require any material filing with, or the obtaining of any material consent or material approval of, any Governmental Entity
by such Company Shareholder (other than the filings, notices and reports pursuant to, in compliance with or required to be made under
the Singapore Companies Act and other than those set forth as conditions to Closing in the Business Combination Agreement), or (iii) violate
in any material respect any material Law applicable to such Company Shareholder, except, in the case of the foregoing clauses (ii) and
(iii), for violations which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay
the consummation of the transactions contemplated by this Agreement.


 


(c)         Effective
as of the Mailing Date, each Company Shareholder hereby agrees to irrevocably appoint as its proxy and attorney-in-fact, Parent and any
person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to consent to
or vote the Equity Securities as indicated in Section 1 above. Each Company Shareholder intends this proxy to be irrevocable
and unconditional as of the Mailing Date and during the term of this Agreement and coupled with an interest and will take such further
action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy
previously granted by such Company Shareholder with respect to the Equity Securities (and such Company Shareholder hereby represents
that any such proxy is revocable). The proxy granted by each Company Shareholder shall be automatically revoked upon the occurrence of
the Termination Date and Parent may further terminate this proxy at any time at its sole election by written notice provided to such
Company Shareholder.


 


4.            Business
Combination Agreement Obligations.


 


(a)          Other
than as expressly permitted by the Business Combination Agreement or the other Transaction Agreements, until the Termination Date, each
Company Shareholder will not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge,
encumber, hypothecate or similarly dispose of (by amalgamation, merger, by scheme of arrangement, by testamentary disposition, by operation
of law or otherwise), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with
respect to the sale, transfer, assignment, Lien, hypothecation or similar disposition of (by amalgamation, merger, by scheme of arrangement,
by testamentary disposition, by operation of law or otherwise), any of his, her or its Equity Securities, (ii) deposit any Equity
Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto
that is inconsistent with this Agreement, or (iii) agree (whether or not in writing) to take any of the actions referred to in the
foregoing clause (i) or (ii) of this Section 4; provided, however, that nothing herein shall
prohibit such Company Shareholder from transferring his, her or its Equity Securities to an Affiliate of such Company Shareholder or,
if the Company Shareholder is an individual, to any member of such Company Shareholder’s immediate family or to a trust solely
for the benefit of such Company Shareholder or any member of such Company Shareholder’s immediate family; provided, that
(x) any such transfers shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably
satisfactory in form and substance to Parent, to assume all of the obligations of such Company Shareholder under, and to be bound by
all of the terms of, this Agreement and (y) any such permitted transfer shall not relieve such Company Shareholder of its obligations
under this Agreement.


 






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(b)        Until
the Termination Date, each Company Shareholder hereby agrees to be bound by the terms and conditions set forth Section 6.1 (Company
No Solicitation), Section 6.11 (No Claim Against Trust Account) and, to the extent applicable to any of the foregoing, the remaining
provisions of Article X (General Provisions) of the Business Combination Agreement (and any relevant definitions used in such Sections)
fully and to the same extent as if such Company Shareholder were a party and signatory to such provisions of the Business Combination
Agreement.


 


(c)           Notwithstanding
anything in this Agreement to the contrary: (i) none of the Company Shareholders shall be responsible for the actions of the Company
or the Company board of directors (or any committee thereof), or any officers, directors (in their capacity as such), employees and professional
advisors of any of the foregoing (the “Company Related Parties”), with respect to any of the matters contemplated
by Section 4(b); (ii) none of the Company Shareholders makes any representations or warranties with respect to the actions
of any of the Company Related Parties; and (iii) any breach by the Company of its obligations under Section 6.1 of the Business
Combination Agreement shall not, in and of itself, be considered a breach of Section 4(b) (it being understood for the
avoidance of doubt that each Company Shareholder shall remain responsible for any breach by it or its Representatives (other than any
such Representative that is a Company Related Party) of Section 4(b)).


 


5.            Covenants.


 


(a)          Further
Assurances. From time to time and without additional consideration, each Company Shareholder shall execute and deliver, or cause
to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall
take such further actions as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.
Each Company Shareholder further agrees not to commence or participate in, and to take all actions necessary to opt out of any class
in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Parent’s Affiliates (including
Amalgamation Sub), the Sponsor, the Company, the Amalgamated Company or any of their respective successors and assigns relating to the
negotiation, execution or delivery of this Agreement, the Business Combination Agreement (including the per share Amalgamation Consideration)
or the consummation of the transactions contemplated hereby and thereby.


 


(b)        Acknowledgment.
EACH Company SHAREholder acknowledges and agrees that SUCH Company SHAREholder is entering into
this Agreement On SUCH Company SHAREholder’s own free will and not under any duress or undue influence. EACH COMPANY SHAREHOLDER
has entered into this Agreement freely and without coercion, SUCH COMPANY SHAREHOLDER
has been advised by PARENT to consult with counsel of SUCH COMPANY SHAREHOLDER’S
choice with regard to the execution of this Agreement and SUCH COMPANY SHAREHOLDER’s
covenants hereunder, SUCH COMPANY SHAREHOLDER has had an adequate opportunity to consult
with such counsel and either so consulted or freely determined in SUCH COMPANY SHAREHOLDER’s
own discretion not to so consult with such counsel, SUCH COMPANY SHAREHOLDER understands
that PARENT haS been advised by counsel, and SUCH COMPANY SHAREHOLDER has read this Agreement
AND THE BUSINESS COMBINATION AGREEMENT and fully and completely understands this Agreement AND THE BUSINESS COMBINATION AGREEMENT and
each of SUCH COMPANY SHAREHOLDER’s representations, warranties, covenants and other
agreements hereunder AND THEREUNDER. This Agreement shall be interpreted and construed as having been drafted jointly by THE COMPANY
SHAREHOLDERS and PARENT and no presumption or burden of proof shall arise favoring or disfavoring
any party hereto by virtue of the authorship of any or all of the provisions of this Agreement.


 






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(c)         Disclosure.
Each Company Shareholder hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required
by the SEC such Company Shareholder’s identity and ownership of the Equity Securities and the nature of such Company Shareholder’s
obligations under this Agreement; provided, that prior to any such publication or disclosure the Company and Parent have provided
such Company Shareholder with an opportunity to review and comment upon such announcement or disclosure, which comments the Company and
Parent will consider in good faith.


 


6.            General
Provisions.


 


(a)          Amendment;
Waiver. This Agreement may not be amended except by an instrument signed by Parent and each Company Shareholder. Any agreement on
the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of
such party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right. In the event any provision
of any of the other Transaction Agreement in any way conflicts with the provisions of this Agreement (except where a provision therein
expressly provides that it is intended to take precedence over this Agreement), this Agreement shall control.


 


(b)         Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established by the
sender as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier guaranteeing
overnight delivery; (c) upon transmission, if sent by email (provided no “bounceback” or notice of non-delivery is received);
or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications, to be valid, must be addressed as follows:


 


(i)           if
to Parent:


 


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 Parent) 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


 






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		(ii)	if to the Company Shareholders, to: the addresses listed
on Schedule 1 hereto.



with a copy (which shall not constitute
notice to the Company Shareholder) 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


 


or to such other address
or to the attention of such Person or Persons as the recipient party has specified by prior written notice to the sending party (or in
the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method
for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.


 


(c)          Interpretation.
Unless the context of this Agreement otherwise clearly requires, (i) references to the plural include the singular, and references
to the singular include the plural, (ii) references to one gender include the other gender, (iii) the words “include”,
“includes,” “including” and words of similar import do not limit the preceding terms or words and shall be deemed
to be followed by the words “without limitation”, (iv) the terms “hereof”, “herein”, “hereunder”,
“hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this
Agreement, (v) the term “or” will not be deemed to be exclusive, (vi) the word “will” shall be construed
to have the same meaning and effect as the word “shall”, (vii) the terms “day” and “days” mean
and refer to calendar day(s), (viii) the terms “year” and “years” mean and refer to calendar year(s), (ix) references
to any statute shall be deemed to refer to such statute and to any rules or regulations promulgated thereunder, (x) references
to any person include the successors and permitted assigns of that person, and (xi) references from or through any date mean, unless
otherwise specified, from and including such date or through and including such date, respectively. All Section and Schedule references
herein are to Sections and Schedules of this Agreement, unless otherwise specified. Each Company Shareholder acknowledges that White &
Case LLP is acting as legal counsel to the Company in connection with the Business Combination Agreement and the Transactions, and is
not acting as counsel to such Company Shareholder.


 


(d)         Section Headings;
Defined Terms. The Section headings contained in this Agreement are exclusively for the purpose of reference, are not part of
the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. The defined terms contained
in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.


 


(e)         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or
e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement. Minor variations in the form of the signature
page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a party’s
intent or the effectiveness of such signature.


 



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(f)          Entire
Agreement; No Third Party Beneficiaries. The agreement of the parties that is comprised of this Agreement and the provisions of the
Business Combination Agreement referenced in Section 4 herein to which each Company Shareholder has expressly agreed to be
bound constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof
and supersedes all other prior agreements, and understandings, whether oral or written, relating to the subject matter of this Agreement,
and is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. For the avoidance of doubt,
this Agreement does not and shall not affect any prior understandings, agreements or representations with respect to any similar subject
matter entered into in connection with or as a result of any Company Shareholder’s direct or indirect ownership of any Company
Shares or any provision of services to the Company.


  


(g)          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any
party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as
possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated
to the fullest extent possible.


 


(h)         Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Subject to Section 4(a), neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of law, by any party
hereto without the prior written consent of the other party hereto. Any purported assignment in violation of this Section 6(h) shall
be null and void ab initio.


 


(i)           Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including Legal Proceedings
related hereto), including matters of validity, construction, effect, performance and remedies.


 


(j)           Consent
to Jurisdiction, Etc.


 


(i)            Each
of the Parties irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided,
that if the Court of Chancery of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject
of the Legal Proceeding is vested exclusively in the U.S. federal courts, such Legal Proceeding shall be heard in, and each of the Parties
irrevocably consents to the exclusive jurisdiction and venue of, the U.S. District Court for the District of Delaware; provided,
further, that if the U.S. District Court for the District of Delaware declines jurisdiction or if subject matter jurisdiction
over the matter that is the subject of the Legal Proceeding is vested exclusively in the Delaware state courts, such Legal Proceeding
shall be heard in, and each of the Parties irrevocably consents to the exclusive jurisdiction and venue of, the Delaware state courts
located in Wilmington, Delaware (together with the U.S. District Court for the District of Delaware and the Court of Chancery of the
State of Delaware, the “Chosen Courts”) in connection with any matter based upon or arising out of this Agreement.
Each party hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject
to the jurisdiction of the Chosen Courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in
the Chosen Courts; (iii) such Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought
in an inconvenient forum; or (v) the venue of such Legal Proceeding is improper. Each party hereby agrees not to commence or prosecute
any such action, claim, cause of action or suit other than before the Chosen Courts, nor to make any motion or take any other action
seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than the
Chosen Courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process in any such
proceeding in any manner permitted by laws of the State of Delaware, and further consents to service of process by nationally recognized
overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address
specified pursuant to Section 6(b), and waives and covenants not to assert or plead any objection which they might otherwise
have to such manner of service of process. Notwithstanding the foregoing in this Section 6(j), either party may commence
any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment
issued by the Chosen Courts.


 






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(ii)          TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS
ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH
LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NEITHER PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, NEITHER PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE
WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


(k)           Specific
Performance. Each party hereto agrees that irreparable damage would occur for which monetary damages, even if available, would not
be an adequate remedy in the event that either party hereto does not perform its obligations under the provisions of this Agreement in
accordance with its specified terms or otherwise breach such provisions. Each party hereto acknowledges and agrees that each party shall
therefore be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any action instituted in any court in the United States or in any state
or province having jurisdiction over the parties hereto and the matter in addition to any other remedy to which they may be entitled
pursuant hereto, and that such explicit rights of specific enforcement are an integral part of the transactions contemplated by this
Agreement and without such rights, each party hereto would not have entered into this Agreement. Each party hereto agrees that it will
not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other party hereto has
an adequate monetary or other remedy at law. Each party hereto acknowledges and agrees that if the other party hereto seeks an injunction
or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement, such other
party shall not be required to provide any bond or other security in connection with any such order or injunction.


 


(l)           No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence
of ownership of or with respect to the Equity Securities of the Company Shareholders. All rights, ownership and economic benefits (but
excluding, for the avoidance of doubt, any voting rights to the extent described herein) of and relating to the Equity Securities of
each Company Shareholder shall remain fully vested in and belong to any such Company Shareholder, and Parent shall have no authority
to direct such Company Shareholder in the voting or disposition of any of the Company Shareholder’s Equity Securities, except as
otherwise provided herein.


 


(m)        Capacity
as a Shareholder. Notwithstanding anything herein to the contrary, each Company Shareholder signs this Agreement solely in such Company
Shareholder’s capacity as a shareholder of the Company, and not in any other capacity (including as an officer or director of the
Company) and this Agreement shall not limit or otherwise affect the actions of such Company Shareholder (or any affiliate, employee or
designee of such Company Shareholder) in his or her capacity, if applicable, as an officer or director of the Company or any other Person.


  


[Signature Pages Follow]


 




    	 	8 



     


    

  


IN WITNESS WHEREOF, Parent
and the Company Shareholders have caused this Support Agreement to be executed as of the date first written above.


 


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



 


Signature Page to Support Agreement


 





    	 	 



     


    

 





IN WITNESS WHEREOF, Parent and the Company Shareholder
have caused this Support Agreement to be executed as of the date first written above.


 


	 	QICHAO
    HU
	 	 
	 	/s/
    Qichao Hu
	 	 
	 	THE
    QICHAO HU FAMILY DELAWARE TRUST U/A/D MARCH 31, 2021
	 	 
	 	By: 	/s/ Seth R. Ralvetz
	 	Name:	Seth R. Ralvetz, Esq.
	 	Title:	Trust Officer/AVP, First State Trust Company
	 	 
	 	THE
    QICHAO HU 2021 ANNUITY TRUST DATED MARCH 31, 2021
	 	 
	 	By: 	/s/ Qichao Hu
	 	Name:	Qichao Hu
	 	Title:	Trustee
	 	 
	 	THE
    QICHAO HU 2021 IRREVOCABLE TRUST U/A/D MARCH 31, 2021
	 	 
	 	By: 	/s/ Seth R. Ralvetz
	 	Name:  	Seth R. Ralvetz, Esq.
	 	Title:	Trust Officer/AVP, First State Trust Company




 






     


     


    

 


	 	LONG
    SIANG PTE. LTD.
	 	 
	 	By: 	/s/ Lingyang Xue
	 	Name:  	Lingyang Xue
	 	Title:	Director




 


Signature Page to Support Agreement


 






     


     


    

 


	 	VERTEX
    LEGACY CONTINUATION FUND PTE. LTD.
	 	 
	 	By: 	/s/ Tay Choon Chong
	 	Name: 	Tay Choon Chong
	 	Title: 	Authorised Signatory
	 	 
	 	VERTEX
    VENTURES CHINA IV, L.P.
	 	 
	 	By: 	/s/ Tham Sin Hui
	 	Name:   	Tham Sin Hui
	 	Title:	 Authorised Signatory




 


Signature Page to Support Agreement


 






     


     


    

 


	 	SHANGHAI
    ACHIEVER LTD.
	 	 
	 	By: 	/s/ Tan Bing
	 	Name:   	Tan Bing
	 	Title: 	CEO




 


Signature Page to Support Agreement


 






     


     


    

 


IN
WITNESS WHEREOF, Parent and the Company Shareholder have caused this Support Agreement to be executed as of the date first written above.


 


	 	GENERAL
    MOTORS HOLDINGS LLC
	 	 
	 	By:	/s/
    Matthew Tsien
	 	Name:	Matthew
    Tsien
	 	Title:	Executive
    VP & CTO
	 	 	 
	 	GENERAL
    MOTORS VENTURES LLC
	 	 
	 	By:	/s/
    Matthew Tsien
	 	Name:	Matthew
    Tsien
	 	Title:	President




 





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	 	APPLIED
    VENTURES, LLC
	 	 
	 	By:	/s/
    Anand Kamannavar
	 	Name:	Anand
    Kamannavar
	 	Title:	Managing
    Director/Global Head




 


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IN
WITNESS WHEREOF, Parent and the Company Shareholder have caused this Support Agreement to be executed as of the date first written above.


 


	 	SAIC
    TECHNOLOGIES FUND I, LLC
	 	 
	 	By:	/s/
    Wenhua Huang
	 	Name:	Wenhua
    Huang
	 	Title:	President
	 	 	 
	 	SAIC
    TECHNOLOGY FUND II, LLC
	 	 
	 	By:	/s/
    Wenhua Huang
	 	Name:	Wenhua
    Huang
	 	Title:	President




 





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IN
WITNESS WHEREOF, Parent and the Company Shareholder have caused this Support Agreement to be executed as of the date first written above.


 




	 	SHANGQI
PARTNERS, LLC
	 	 
	 	By:	
	 	Name:	
	 	Title:	


 




 


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	 	TIANQI
    LITHIUM HK CO., LTD.
	 	 
	 	By:	/s/
    Jun Zou
	 	Name:	Jun
    Zou
	 	Title:	Director




 






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	 	ANDERSON
    INVESTMENTS PTE. LTD.
	 	 
	 	By:	/s/
    Poy Weng Chuen
	 	Name:	Poy
    Weng Chuen
	 	Title:	Director
	 	 	 
	 	ARANDA
    INVESTMENTS PTE. LTD.
	 	 
	 	By:	/s/
    Rohit Sipahimalani
	 	Name:	Rohit
    Sipahimalani
	 	Title:	Authorised
    Signatory




 





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	 	SK
    INC.
	 	 
	 	By:	/s/
    Dong Uk Choz
	 	Name:	Dong
    Uk Choz
	 	Title:	VP
    of Advanced Materials Investment Center




 





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IN
WITNESS WHEREOF, Parent and the Company Shareholder have caused this Support Agreement to be executed as of the date first written above.


 


	 	HYUNDAI
    MOTOR COMPANY
	 	 
	 	By:	/s/
    Jae Hoon Chang
	 	Name:	Jae
    Hoon Chang
	 	Title:	President
	 	 	 
	 	KIA
    CORPORATION
	 	 
	 	By:	/s/
    Ho Sung Song
	 	Name:	Ho
    Sung Song
	 	Title:	President




 





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	 	CHRISTIAN
    TANG-JESPERSEN
	 	 
	 	By:	/s/
    Christian Tang-Jespersen
	 	Name:	Christian
    Tang-Jespersen
	 	Title:	 




 





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Schedule 1


 


Equity Securities


 


	Company
    Shareholder	Physical
    and Email Addresses 

for Notice	Class,
    Number and Type of 

Company Interests 
	Qichao
    Hu	Physical Address:

    94 Beacon Street #82

    Somerville, MA 02143

     

    Email Address: qichao@ses.ai
	Ordinary Shares: 4,705,555

     

	First
    State Trust Company, As Trustee of the Qichao Hu 2021 Irrevocable Trust U/A/D	Physical Address:

    94 Beacon Street #82

    Somerville, MA 02143

     

    Email Address: qichao@ses.ai
	Ordinary
    Shares: 672,222
	First
    State Trust Company, As Trustee of the Qichao Hu Family Delaware Trust U/A/D	Physical Address:

    94 Beacon Street #82

    Somerville, MA 02143

     

    Email Address: qichao@ses.ai
	Ordinary
    Shares: 672,222
	Qichao
    Hu, As the Trustee of The Qichao Hu 2021 Annuity Trust	Physical Address:

    94 Beacon Street #82

    Somerville, MA 02143

     

    Email Address: qichao@ses.ai
	Ordinary
    Shares: 672,222
	Long
    Siang Pte. Ltd.	Physical Address:

    6 Shenton Way #32-01

    Singapore

     

    With a copy to:

    Shanghai Qianyang Investment Management Consulting Co. Ltd.

    Room 605, Block A, Haiwaitan Financial Centre,

    818 East Longhua Rd.,

    Shanghai, China

    Attn: Xue Wenxiang/Rolian Lu

     

    Email Addresses:

    Wenxiang Xue

    13311771556@163.com

    Daniel Xue

    Xue3987@outlook.com
	Series A Preferred Shares: 2,517,986

    Series B Preferred Shares: 732,800

    Series C Preferred Shares: 680,468

    Series C Plus Preferred Shares: 232,582




 






    	 	 



     


    

 


	Vertex
    Legacy Continuation Fund Pte. Ltd.	Physical Address:

    Unit 2113-2116, Level 21 China World Tower I

    No 1 Jian Guo Men Wai Avenue

    Beijing 100004, China

    Attention: Tay Choon Chong

     

    Email Address:

    cctay@vertexventures.com
	Series A Preferred Shares: 2,158,275

    Series B Preferred Shares: 644,072

    Series C Preferred Shares: 1,689,864

    Series C Plus Preferred Shares: 196,776

    Series D Preferred Shares: 175,801

	Vertex
    Ventures China IV, L.P.	Physical Address:

    Unit 2113-2116, Level 21 China World Tower I

    No 1 Jian Guo Men Wai Avenue

    Beijing 100004, China

    Attention: Tay Choon Chong

     

    Email Address:

    cctay@vertexventures.com
	Series D
    Preferred Shares: 175,801
	Shanghai
    Achiever Ltd.	Physical Address:

    P.O. Box 957

    Offshore Incorporations Centre

    Road Town, Tortola

    British Virgin Islands

    With a copy to:

     

    Shanghai Qianyang Investment Management Consulting Co. Ltd.

     

    Email Address:

    tanbing888@gmail.com
	Ordinary Shares: 310,000

    Series A Preferred Shares: 719,424

    Series B Preferred Shares: 177,700

    Series C Preferred Shares: 171,251

    Series D Preferred Shares: 209,958

	General
    Motors Ventures LLC	Physical Address:

    Mail Code 480-106-RA1

    30470 Harley Earl Boulevard

    Warren, MI 48092

    Attention: President

     

    Email Addresses:

    daniel.dub@gm.com

    wade.sheffer@gm.com
	Series B Preferred Shares: 1,776,751

    Series C Preferred Shares: 1,126,842

    Series C Plus Preferred Shares: 249,150

    Series D Preferred Shares: 351,601




 






    	 	 



     


    

 


	General
    Motors Holdings LLC	Physical Address:

    300 Renaissance Center

    Detroit, Michigan 48265

    Attention: Assistant General Counsel – Corporate Finance
    and Global Innovation

     

    Email Addresses:

    daniel.dub@gm.com

    wade.sheffer@gm.com
	Series D
    Preferred Shares: 1,406,405
	Applied
    Ventures, LLC	3050 Bowers Avenue

    Santa Clara, CA 95054-3299

    Attention: General Manager

     

    Email Addresses:

    Anand Kamannavar Anand_Kamannavar@amat.com

    Blair Georgakas

    Blair_Georgakas@amat.com
	Series B Preferred Shares: 666,281

    Series C Preferred Shares: 299,832

    Series C Plus Preferred Shares: 42,319

    Series D Preferred Shares: 133,028

	SAIC
    Technologies Fund I, LLC	Physical Address:

    2680 Zanker Road,

    San Jose, CA 95134

    Attention: Gordon Wan

     

    Email Address:

    gwan@saicusa.com
	Series B Preferred Shares: 1,110,469

    Series C Preferred Shares:

    95,399

	SAIC
    Technology Fund II, LLC	Physical Address:

    2680 Zanker Road,

    San Jose, CA 95134

    Attention: Gordon Wan

     

    Email Address:

    gwan@saicusa.com
	Series D
    Preferred Shares: 105,480
	Shangqi
    Partners LLC	Physical Address:

    2680 Zanker Road,

    San Jose, CA 95134

    Attention: Gordon Wan

     

    Email Address:

    gwan@saicusa.com
	Series D
    Preferred Shares: 43,950



 






    	 	 



     


    

 


	Tianqi
    Lithium HK Co., Ltd.	Physical Address:

    Tianqi Lithium Corporation

    #10, East Gaopeng Road, High-tech development Zone

    Chengdu, People’s Republic of China 600041

    Attention: Guo Li

     

    Email Addresses:

    Frank Lee

    frank.lee@tianqilithium.com

    Pepe Huang

    huangpy@tianqilithium.com

    Siqian Li

    linsq@tianqilithium.com
	Series C Preferred Shares: 4,362,697

    Series C Plus Preferred Shares: 313,064

	Anderson
    Investments Pte. Ltd.	Physical Address:

    60B Orchard Road #06-18

    Tower 2

    The Atrium@Orchard

    Singapore 238891

     

    Email Addresses:

    mingyou@temasek.com.sg serhan@temasek.com.sg
	Series C
    Preferred Shares: 4,362,697
	Aranda
    Investments Pte. Ltd.	Physical Address:

    60B Orchard Road #06-18

    Tower 2

    The Atrium@Orchard

    Singapore 238891

     

    Email Addresses:

    mingyou@temasek.com.sg serhan@temasek.com.sg
	Series D
    Preferred Shares: 949,324
	SK
    Inc	Physical Address:

    26, Jong-ro, Jongno-gu

    Seoul, South Korea 03188

     

    Email Addresses:

    Seungwon Yang

    yang21@sk.com

    Naeyoung Jung

    jungnaeyoung@sk.com 
	Series C Plus Preferred Shares: 5,169,454

    Series D Preferred Shares: 1,265,765

	Hyundai
    Motor Company	12, Heolleung-ro, Seocho-gu

    Seoul, 06797, Korea

    Attention: Son Chang Eob

     

    Email Address:

    Woo Joo Kim

    m.wkim@hyundai.com
	Series D
    Plus Preferred Shares:  1,018,853



 






    	 	 



     


    

 


	Kia
    Corporation	12, Heolleung-ro, Seocho-gu

    Seoul, 06797, Korea

    Attention: Son Chang Eob

     

    Email Address:

    Woo Joo Kim

    m.wkim@hyundai.com
	Series D
    Plus Preferred Shares: 679,235
	Christian
    Tang-Jespersen	Physical Address:

    Høyrups Alle 30

    DK - 2900 Hellerup

    Denmark

     

    Email Address:

    christian@8299.eu
	Series D
    Preferred Shares: 17,580