Craig E. Evans - 08 Oct 2021 Form 3 Insider Report for ESS Tech, Inc. (GWH)

Footnote F1

Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc., the reporting person is entitled to receive additional shares of common stock, for no additional consideration, if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.

Footnote F2

The shares are held Julia Song. The reporting persons are husband and wife.

Footnote F3

The shares subject to the option vest in 48 equal monthly installments beginning on February 22, 2021.

Footnote F4

The shares subject to the option are fully vested and immediately exercisable.

Footnote F5

The shares subject to the option vest in 48 equal monthly installments beginning on August 24, 2020.

Footnote F6

Each restricted stock unit, or RSU, represents a contingent right to receive one share of common stock. The RSUs vest if the common stock exceeds the same thresholds as the Earnout Rights described in footnote (1).