Exhibit 10.4


 


Execution Version


 



July 12, 2021


 


Ivanhoe Capital Acquisition Corp.


1177 Avenue of the Americas, 5th Floor


New York, NY 10036


 


Reference is made to that
certain Business Combination Agreement, dated as of the date hereof (as amended from time to time, the “Business Combination
Agreement”), by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (which will domesticate as a
Delaware corporation prior to the Closing) (“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.


 


This letter agreement (this
“Letter Agreement”) is being entered into and delivered by Parent and Ivanhoe Capital Sponsor LLC, a Cayman Islands
exempted limited liability company (“Sponsor”), in connection with the transactions contemplated by the Business Combination
Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination
Agreement.


 


In consideration of the foregoing
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent and Sponsor hereby
agree as follows:


 


		1.	Sponsor hereby agrees to vote at any meeting
                                            of the shareholders of Parent, and in any action by written consent or resolution of the
                                            shareholders of Parent, all of the Subject Securities (together with any other equity securities
                                            of Parent that Sponsor holds of record or beneficially, as of the date of this Letter Agreement,
                                            or acquires record or beneficial ownership after the date hereof) in favor of the Domestication
                                            and each of the other Parent Shareholder Matters and will not withdraw or rescind such vote
                                            or otherwise take action to make such vote ineffective.



 


		2.	Subject to the satisfaction or waiver of each
                                            of the conditions to Closing set forth in the Business Combination Agreement and subject
                                            to the terms of the Business Combination Agreement, effective immediately prior to and conditioned
                                            upon the Closing, Sponsor hereby waives, for itself and for its successors, heirs and assigns,
                                            any and all rights it has or will have to adjustment or other anti-dilution protection with
                                            respect to the rate that the Parent Class B Ordinary Shares held by Sponsor convert
                                            into Parent Class A Ordinary Shares, including under Article 17 of Parent’s
                                            Amended and Restated Articles of Association, dated January 6, 2021, to receive more
                                            than one Parent Class A Ordinary Share upon conversion of Parent Class B Ordinary
                                            Shares in connection with the Transactions, it being understood and agreed that, subject
                                            to the terms of the Business Combination Agreement, at the Closing, all Parent Class B
                                            Ordinary Shares shall convert into Parent Class A Ordinary Shares on a one-for-one basis
                                            and that this provision shall apply, mutatis mutandis, to any shares of Delaware Parent
                                            Common Stock received in the Domestication (the “Parent Ordinary Shares”).



 






     


     


    

 


		3.	Except for this Letter Agreement or as described
                                            in the Business Combination Agreement or Parent’s prospectus dated January 6,
                                            2021 and filed with the Securities and Exchange Commission on January 8, 2021 (“Parent
                                            Prospectus”), from and after the date of this Letter Agreement and until the Termination
                                            Date (as defined below), prior to the receipt of the Requisite Parent Stockholder Approval,
                                            Sponsor agrees not to, directly or indirectly, (i) enter into any voting agreement,
                                            voting trust or any similar agreement, arrangement or understanding, with respect to any
                                            Parent Ordinary Shares or other equity securities of Parent owned by Sponsor (including any
                                            Delaware Parent Common Stock and any Parent Warrants) or deposit any such equity securities
                                            into a voting trust, (ii) grant any proxy, consent or power of attorney with respect
                                            to any Parent Ordinary Shares or other equity securities of Parent owned by Sponsor (including
                                            any Delaware Parent Common Stock and any Parent Warrants), (iii) enter into any agreement,
                                            arrangement or understanding that is otherwise inconsistent with, or would interfere with,
                                            or prohibit or prevent it from satisfying, its obligations pursuant to this Letter Agreement
                                            or (iv) sell, assign, transfer (including by operation of law), place a Lien on, pledge,
                                            dispose of (by amalgamation, merger, by scheme of arrangement, by testamentary disposition,
                                            by operation of law or otherwise) or otherwise encumber any of its Parent Ordinary Shares
                                            or other equity securities of Parent owned by Sponsor (including any Delaware Parent Common
                                            Stock and any Parent Warrants), either voluntarily or involuntarily, or otherwise agree to
                                            do any of the foregoing (each, a “Transfer”); provided, however,
                                            that the foregoing shall not apply to any Transfer (A) to Parent’s officers or
                                            directors, any affiliates or family member of any of Parent’s officers or directors,
                                            any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor,
                                            or any employees of such affiliates; (B) in the case of an individual, by gift to a
                                            member of one of the individual’s immediate family or to a trust, the beneficiary of
                                            which is a member of the individual’s immediate family, an affiliate of such person
                                            or to a charitable organization; (C) in the case of an individual, by virtue of laws
                                            of descent and distribution upon death of the 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 transactions contemplated by the Business Combination Agreement;
                                            and (F) by virtue of the Sponsor’s organizational documents upon liquidation or
                                            dissolution of Sponsor; provided, that any transferee of any Transfer of the type
                                            set forth in clauses (A) through (F) (and any other subsequent transferees) must
                                            enter into a written agreement agreeing to be bound by this Letter Agreement prior to the
                                            occurrence of such Transfer. In furtherance of the foregoing, Parent hereby agrees to (i) place
                                            a revocable stop order on all Parent Ordinary Shares or other equity securities of Parent
                                            (including any Delaware Parent Common Stock and any Parent Warrants) subject to this Section 3,
                                            including those which may be covered by a registration statement, and (ii) notify Parent’s
                                            transfer agent in writing of such stop order and the restrictions on such Parent Ordinary
                                            Shares or other equity securities of Parent (including any Delaware Parent Common Stock and
                                            any Parent Warrants) subject to this Section 3, and direct Parent’s transfer
                                            agent not to process any attempts by Sponsor to Transfer any Parent Ordinary Shares or other
                                            equity securities of Parent (including any Delaware Parent Common Stock) subject to this
                                            Section 3, except in compliance with this Section 3. For the avoidance
                                            of doubt, the obligations of Parent under this Section 3 shall be deemed to be
                                            satisfied by the existence of any similar stop order and restrictions currently existing
                                            on the Parent Class A Ordinary Shares or other equity securities of Parent (including
                                            any Delaware Parent Common Stock) subject to this Section 3.



 






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		4.	Sponsor hereby represents and warrants to Parent
                                            as follows:



 


(a)            As
of the date hereof, Sponsor holds (i) 6,900,000 of the issued and outstanding Parent Class B Ordinary Shares and (ii) 5,013,333
Parent Class A Ordinary Shares underlying Private Placement Warrants (collectively, the “Subject Securities”).


 


(b)           Sponsor
has the full power and authority to make, enter into and carry out the terms of this Letter Agreement. This Letter Agreement has been
duly and validly executed and delivered by Sponsor and constitutes a legally valid and binding obligation of Sponsor enforceable against
it in accordance with its terms, except insofar as enforceability may be limited by the Remedies Exception.


 


(c)            The
execution and delivery of this Letter Agreement by Sponsor does not, and the performance by Sponsor of the obligations under this Letter
Agreement and the compliance by Sponsor with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable
to Sponsor, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, articles of
association, operating agreement or similar formation or governing documents and instruments of Sponsor, or (iii) result in any
material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on
any of the Parent Ordinary Shares owned by Sponsor pursuant to any Contract to which Sponsor is a party or by which Sponsor is bound,
except, in the case of clause (i), (ii) or (iii), as would not reasonably be expected, either individually or in the aggregate,
to materially impair or delay the ability of Sponsor to perform its obligations hereunder or to consummate the transactions contemplated
hereby.


 


(d)            No
consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person
is required by or with respect to Sponsor in connection with the execution and delivery of this Letter Agreement or the consummation
by Sponsor of the transactions contemplated hereby, except as would not reasonably be expected, either individually or in the aggregate,
to materially impair the ability of Sponsor to perform its obligations hereunder or to consummate the transactions contemplated hereby.


 


(e)            As
of the date hereof, there is no action pending against, or, to the knowledge of Sponsor, threatened against Sponsor that would reasonably
be expected to materially impair the ability of Sponsor to perform its obligations hereunder or to consummate the transactions contemplated
hereby.


 






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(f)            Except
for this Letter Agreement or as described in the Parent Prospectus, Sponsor has not: (i) entered into any voting agreement, voting
trust or any similar agreement, arrangement or understanding, with respect to any Parent Ordinary Shares or other equity securities of
Parent owned by Sponsor, (ii) granted any proxy, consent or power of attorney with respect to any Parent Ordinary Shares or other
equity securities of Parent owned by Sponsor or (iii) entered into any agreement, arrangement or understanding that is otherwise
inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Letter Agreement.


 


(g)            Sponsor
understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon the Sponsor’s
execution and delivery of this Letter Agreement.


 


		5.	Sponsor hereby agrees to be bound by and subject
                                            to (i) Section 6.8 (Confidentiality; Communications Plan; Access to Information)
                                            of the Business Combination Agreement to the same extent as such provisions apply to the
                                            parties to the Business Combination Agreement as if Sponsor were a party thereto, and (ii) Section 6.2
                                            (Parent No Solicitation) of the Business Combination Agreement to the same extent as such
                                            provisions apply to Parent as if Sponsor were a party thereto.



 


		6.	The Company is an express third party beneficiary
                                            of this Letter Agreement entitled to the rights and benefits hereunder and, solely in the
                                            event that there is a breach hereof by Sponsor that prevents the consummation of the transactions
                                            contemplated by the Business Combination Agreement, shall be entitled to enforce the provisions
                                            hereof as if it was a party hereto.



 


		7.	This Letter Agreement, together with the Business
                                            Combination Agreement to the extent referenced herein, constitute 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, relating to the subject matter hereof.



 


		8.	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 party hereto, and any purported assignment in violation of the foregoing
                                            shall be null and void ab initio. This Letter Agreement shall be binding on the parties hereto
                                            and their respective successors and assigns.



 


		9.	This Letter Agreement shall be construed and
                                            interpreted in a manner consistent with the provisions of the Business Combination Agreement.
                                            In the event of any conflict between the terms of this Letter Agreement and the Business
                                            Combination Agreement, the terms of the Business Combination Agreement shall govern. The
                                            provisions set forth in Sections 9.1 (No Survival), 10.3 (Counterparts; Electronic Delivery),
                                            10.5 (Severability), 10.6 (Other Remedies; Specific Performance), 10.7 (Governing Law), 10.8
                                            (Consent to Jurisdiction; Waiver of Jury Trial), 10.12 (Amendment) and 10.13 (Extension;
                                            Waiver) of the Business Combination Agreement, as in effect as of the date hereof, are hereby
                                            incorporated by reference into, and shall be deemed to apply to, this Letter Agreement mutatis
                                            mutandis.



 






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		10.	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 in the same manner as provided in the Business Combination Agreement, with
                                            (a) notices to Parent being sent to the addresses set forth therein, in each case with
                                            all copies as required thereunder, and (b) notices to Sponsor being sent to:



 


Ivanhoe Capital Sponsor LLC


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


 


		11.	This Letter Agreement shall immediately and
                                            automatically terminate, and have no further force and effect, upon the earlier of (i) the
                                            Effective Time or (ii) the termination of the Business Combination Agreement in accordance
                                            with its terms prior to the Effective Time (“Termination Date”). Notwithstanding
                                            the foregoing or anything to the contrary in this Agreement, the termination of this Agreement
                                            pursuant to this Section 11 shall not affect any liability on the part of any
                                            Party for a willful breach of any covenant or agreement set forth in this Letter Agreement
                                            prior to such termination or Actual Fraud, which liability shall survive any termination
                                            of this Agreement. For purposes of this Section 11, “willful breach”
                                            means a material breach that is a consequence of an act undertaken or a failure to act by
                                            the breaching party with the knowledge that the taking of such act or such failure to act
                                            would, or would reasonably be expected to, constitute or result in a breach of this Letter
                                            Agreement.



 


		12.	In the event that (a) any Parent Ordinary
                                            Shares, Parent Warrants or other equity securities of Parent are issued to Sponsor after
                                            the date of this Letter Agreement pursuant to any stock dividend, stock split, recapitalization,
                                            reclassification, combination or exchange of Parent Ordinary Shares or Parent Warrants of,
                                            on or affecting the Parent Ordinary Shares or Parent Warrants owned by Sponsor or otherwise,
                                            (b) Sponsor purchases or otherwise acquires beneficial ownership of any Parent Ordinary
                                            Shares, Parent Warrants or other equity securities of Parent after the date of this Sponsor
                                            Agreement, or (c) Sponsor acquires the right to vote or share in the voting of any Parent
                                            Ordinary Shares or other equity securities of Parent after the date of this Sponsor Agreement
                                            (such Parent Shares, Parent Warrants or other Equity Interests of Parent, collectively the
                                            “New Securities”), then such New Securities shall be subject to the terms
                                            of this Sponsor Agreement to the same extent as if they constituted the Subject Securities
                                            as of the date hereof.



 


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Please indicate your agreement
to the terms of this Letter Agreement by signing where indicated below.


 


	 	Very truly yours,
	 	 
	 	Ivanhoe Capital Sponsor LLC
	 	 
	 	 
	 	 
	 	By: 	/s/
    Robert Friedland
	 	Name: 	Robert Friedland
	 	Title: 	President



 


	Acknowledged and agreed as of the date
    of this Letter Agreement:	 
	 	 
	Ivanhoe Capital Acquisition Corp.	 
	 	 
	 	 
	 	 
	By: 	/s/
    Robert Friedland	 
	Name: 	Robert Friedland	 
	Title: 	Chairman and Chief Executive Officer	 



 


Signature Page to Sponsor
Agreement