Filing Details

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*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 72919P202

1	NAMES OF REPORTING PERSONS
	Grove Energy Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			54,966,188
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			54,966,188
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	54,966,188
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 72919P202

CUSIP No. 72919P202

1	NAMES OF REPORTING PERSONS
	PNES Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			54,966,188
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			54,966,188
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	54,966,188
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 72919P202

CUSIP No. 72919P202

CUSIP No. 72919P202

1	NAMES OF REPORTING PERSONS
	SK Holdings Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Republic of Korea
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			54,966,188
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			54,966,188
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	54,966,188
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”) of Plug Power Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 968 Albany Shaker Road, Latham, New York 12110.

 

(a)-(b) Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. This statement is filed on behalf of: (i) Grove Energy Capital LLC, a Delaware limited liability company (“Grove Energy”), (ii) Plutus Capital NY, Inc., a Delaware corporation (“Plutus”), (iii) PNES Investments, LLC, a Delaware limited liability company (“PNES”), (iv) SK E&S Americas, Inc., a Delaware corporation (“SK E&S Americas”), (v) SK E&S Co., Ltd., a company organized under the laws of the Republic of Korea (“SK E&S”), and (vi) SK Holdings Co., Ltd., a company organized under the laws of the Republic of Korea (“SK Holdings”).

 

The address of the principal business office of each of the Reporting Persons is:

Grove Energy Capital LLC

55 East 59th St. 11th Fl.

New York, NY 10022

Plutus Capital NY, Inc.

55 East 59th St. 11th Fl.

New York, NY 10022

PNES Investments, LLC

1980 Post Oak Blvd

Suite 2000

Houston, TX 77056

SK E&S Americas, Inc.

1980 Post Oak Blvd

Suite 2000

Houston, TX 77056

SK E&S Co., Ltd.

26, Jong-ro, Jongno-gu

Seoul, The Republic of Korea

SK Holdings Co., Ltd.

26, Jong-ro, Jongno-gu

Seoul, The Republic of Korea

 

Information regarding each director and executive officer of Plutus, SK E&S Americas, SK E&S and SK Holdings is set forth on Schedule I attached hereto.

 

(c) The principal business of Grove Energy is to make investment in the Common Stock reported herein.  The principal business of Plutus is to make investment in energy sectors in the United States. The principal business of PNES is to make investment in the Common Stock reported herein. The principal business of SK E&S Americas is oil and gas and energy solution business. The principal business of SK E&S is global LNG business, renewable energy and energy solution business. The principal business of SK Holdings is to make investments as a holding company.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.

 

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

 

On January 6, 2021, the Issuer entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Grove Energy, Plutus and SK E&S Americas, each of which is a subsidiary of SK Holdings, in connection with a strategic partnership. Pursuant to the Purchase Agreement, the Issuer agreed to sell to Grove Energy 54,966,188 shares of the Issuer Common Stock at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion (the “Transaction”).  The Transaction closed on February 24, 2021.

 

The payment of the aggregate purchase price by the Grove Energy described above was funded by capital contributions and shareholder loans by SK Holdings and SK E&S, which were from working capital (in the case of SK Holdings) and proceeds from financing facilities (as discussed in Item 6 herein) and working capital (in the case of SK E&S).

 

The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following:

 

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

 

The Reporting Persons intend to review on a continuing basis their investment in the Issuer. The Reporting Persons may communicate with the board of directors of the Issuer (the “Board”), members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing stockholder value. Subject to the agreements described herein, the Reporting Persons may seek to sell or otherwise dispose some or all of the Issuer’s securities (which may include distributing some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, and/or may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise. Subject to the agreements described herein, any transaction that any of the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons.

 

Dr. Kyungyeol Song, an employee of SK E&S, serves as a member of the Board, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

Item 5.

Interest in Securities of the Issuer

 

(a) and (b) Calculations of the percentage of the shares of Common Stock beneficially owned assumes that there were 572,446,739 shares of Common Stock issued and outstanding as of February 24, 2021.

 

The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

 

As of the date hereof, Grove Energy directly holds 54,966,188 shares of Common Stock.

 

Grove Energy is owned by Plutus and PNES. Plutus is wholly-owned by SK Holdings. PNES is wholly-owned by SK E&S Americas.  SK E&S Americas is wholly-owned by SK E&S. 90% of the issued and outstanding common stock of SK E&S is owned by SK Holdings.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock.

 

Any beneficial ownership of Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.

 

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Common Stock in the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.

 

(e) Not applicable.

The information in Item 3 of this Schedule 13D is incorporated herein by reference.

Investor Agreement

On February 24, 2021, in connection with the entering into of the Purchase Agreement, the Issuer, Grove Energy, SK Holdings and SK E&S entered into an Investor Agreement (the “Investor Agreement”) providing for certain rights and restrictions relating to the investment by the Purchasers.

Board Representation. The Investor Agreement provides that Grove Energy will be entitled to designate one person (the “SK Designee”) to be appointed to the Issuer’s Board. The SK Designee was appointed to the Board effective as of the closing of the Transaction (the ‘Closing”) for a term expiring at the Issuer’s 2023 annual meeting of stockholders. Grove Energy will have the right to require the Board to nominate a SK Designee for election to the Board by the stockholders of the Issuer at subsequent annual stockholder meetings until the earliest of (i) the date on which Grove Energy and affiliates beneficially own less than 4.0% of the issued and outstanding Common Stock, (ii) the second anniversary of the Closing in the event that the parties to the JV Agreement have not entered into a definitive joint venture agreement with respect to the Proposed Asia JV (the “Definitive Asia JV Agreement”), and (iii) any expiration or termination of the Definitive Asia JV Agreement (the “Director Period”).

Standstill Obligations. The Investor Agreement provides that Grove Energy, SK Holdings, SK E&S and their respective affiliates (“SK Parties”) are subject to a standstill provision until the later of (i) the expiration of the Director Period, (ii) the second anniversary of the Closing, and (iii) the date on which Grove Energy and affiliates beneficially own less than 5.0% of the issued and outstanding Common Stock (the “Standstill Period”). During the Standstill Period, the SK Parties will not, among other things and subject to specified exceptions: (a) acquire any securities of the Issuer (except for purchases of Common Stock in the public market to the extent necessary to reverse any decrease in such parties’ percentage ownership of the issued and outstanding Common Stock resulting solely from a net increase in the number of shares of issued and outstanding Common Stock); (b) propose any merger, consolidation, business combination, tender offer or similar transaction involving the Issuer; (c) solicit proxies or consents to vote any securities of the Issuer; (d) form, join or participate in any group (as such term is used in the rules of the Securities and Exchange Commission (the “SEC”)); or (e) seek to call a meeting of the stockholders of the Issuer or propose any matter to be voted upon by the stockholders of the Issuer.

Transfer Restrictions. The Investor Agreement also provides that, for a period ending on the second anniversary of the Closing, the SK Parties will be prohibited from transferring any Common Stock. If immediately following the second anniversary of the Closing, either (i) the Director Period remains in effect or (ii) the Definitive Asia JV Agreement has been executed and remains in effect, then, until the third anniversary of the Closing, the SK Parties may transfer a number of shares of Common Stock not exceeding, in the aggregate in any 90-day period, 2.0% of the issued and outstanding shares of Common Stock as of the first date in such 90-day period. If immediately following the second anniversary of the Closing, both (i) the Director Period has ended and (ii) the Definitive Asia JV Agreement has not been executed or otherwise is not in effect, then the SK Parties may transfer any amount of Common Stock. From and after the third anniversary of the Closing, the SK Parties may transfer any amount of Common Stock. The SK Parties will also be generally prohibited from transferring Common Stock to (a) any competitor of the Issuer (as determined by the Board) or (b) any person that together with its affiliates would, after giving effect to such transfer, beneficially own 5.0% or more of the issued and outstanding Common Stock.

Voting Obligations. The Investor Agreement also provides that, during the Standstill Period, Grove Energy will vote all of its shares of Common Stock (i) for all Board-recommended director nominees and (ii) on each other matter brought to a vote of the Issuer’s stockholders, in accordance with the recommendation of the Board on such matter. Under the Investor Agreement, Grove Energy has granted a proxy to the Issuer to vote all such shares of Common Stock in the event that it does not vote such shares at least ten (10) days prior to the date of any meeting of stockholders.

Registration Rights. The Investor Agreement includes customary resale shelf registration rights for Grove Energy that require the Issuer to register the Common Stock held by Grove Energy for resale.

The description of the Investor Agreement in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, which are filed as exhibits hereto and incorporated by reference herein.

Loan Agreement

On January 27, 2021, in connection with financing the Transaction, SK E&S and the Korea Development Bank entered into a Loan Agreement pursuant to which SK E&S borrowed a bridge loan of $120,000,000 from the Korea Development Bank.

SK E&S CP Purchase Agreement

On January 20, 2021, in connection with financing the Transaction, SK E&S and Samsung Securities Co., Ltd. entered into a SK E&S CP Purchase Agreement pursuant to which SK E&S issued a commercial paper for the total purchase price of KRW70,000,000,000 to Samsung Securities Co., Ltd.

Commercial Paper Purchase Agreement

On January 20, 2021, in connection with financing the Transaction, SK E&S and HI Investment & Securities Co., Ltd. entered into a Commercial Paper Purchase Agreement pursuant to which SK E&S issued a commercial paper for the purchase price of KRW49,966,232,880 to HI Investment & Securities Co.

Commercial Paper Purchase Agreement

On January 25, 2021, in connection with financing the Transaction, SK E&S and HI Investment & Securities Co., Ltd. entered into a Commercial Paper Purchase Agreement pursuant to which SK E&S issued a commercial paper for the purchase price of KRW99,937,534,257 to HI Investment & Securities Co.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 8, 2021

[Plug Power Inc. – Schedule 13D]

 

Executive Officers and Directors of Plutus Capital NY, Inc.

 

The name and principal occupation of each director and executive officer of Plutus Capital NY, Inc. are set forth below. The address for each person listed below is c/o Plutus Capital NY, Inc., 55 East 59th St. 11th Fl. New York, NY 10022. All executive officers and directors listed are citizens of the Republic of Korea other than Mr. Craig L. Sheldon, who is a citizen of the United States.

 

 

  Executive Officers and Directors of SK E&S Americas, Inc.

 

The name and principal occupation of each director and executive officer of SK E&S Americas, Inc. are set forth below. The address for each person listed below is c/o SK E&S Americas, Inc., 1980 Post Oak Blvd Suite 2000 Houston, TX 77056. All executive officers and directors listed are citizens of the Republic of Korea.

 

 

 

Executive Officers and Directors of SK E&S Co., Ltd.

 

The name and principal occupation of each director and executive officer of SK E&S Co., Ltd. are set forth below. The address for each person listed below is c/o SK E&S Co., Ltd., 26 Jong-ro, Jongno-gu, Seoul, the Republic of Korea. All executive officers and directors listed are citizens of the Republic of Korea.

 

 

Executive Officers and Directors of SK Holdings Co., Ltd.

 

The name and principal occupation of each director and executive officer of SK Holdings Co., Ltd. are set forth below. The address for each person listed below is c/o SK Holdings Co., Ltd., 26 Jong-ro, Jongno-gu, Seoul, the Republic of Korea. All executive officers and directors listed are citizens of the Republic of Korea.

 

 

	SK HOLDINGS CO., LTD.
	By:	/s/ Jang, Dong-Hyun
	Name:	Jang, Dong-Hyun
	Title:	President & CEO

LOAN AGREEMENT

Total Loan Amount: USD 120,000,000-

【Details of Loan Amount】

1.	Korean Won Loan Amount
2.	Korean Won Loan Amount Funded by Foreign Currency
3.	Foreign Currency Loan Amount
	Foreign Currency Facilities Loan: USD 120,000,000-

The undersigned Borrower hereby agrees to borrow funds up to the amount stated above from Korea Development Bank (the “Bank”) and perform in good faith each of the provisions set forth in the General Terms and Conditions for Credit Transactions of the Bank and this Agreement.

Article 1 Fixing of Loan Amount

The total amount of the Bank’s loan to the Borrower will be fixed upon initial drawdown of the loan amount for loans to be advanced in lump-sum per their account classifications, or final drawdown of the loan amount for loans to be advanced in installments. The total loan amount shall be fixed by means of payment schedule, receipts and other methods in accordance with the following criteria:

Article 2 Repayment Terms

☐ Repayment in Installments

__________ shall defer repayment of the loan for _____ years and _____ months from the initial drawdown date, and upon expiry of such deferred payment period, make repayment by __________ method in accordance with a repayment schedule of _____ installments per year for _____ years and _____ months.

☑ Repayment in Lump Sum

 The loan period for the Foreign Currency Facilities Loan shall be from the initial drawdown date to the corresponding date falling _____ years and __3__ months afterward, and repayment shall be made in a lump sum at maturity.

☐ Floating Rate (subject to Article 3(2) Clause 2 of the General Terms and Conditions of Credit Transactions)

☑ Fixed Rate (subject to Article 3(2) Clause 1 of the General Terms and Conditions of Credit Transactions)

For loans to be repaid in installments, the Bank shall prepare a payment schedule for the total fixed loan amount and provide notice of such payment schedule to the Borrower, guarantor, joint debtor and security provider.

In the event of delay in performing the debt obligations in this transaction, the Borrower shall make a default payment commensurate to the number of days the Borrower is in default, the amount of which shall be determined in accordance with the calculation method prescribed by the Bank by applying a default payment rate on the amount payable from the day following the date of delay. The default payment rate shall be the agreed interest rate plus the default interest rate. In this case, the maximum default payment rate shall be fifteen (15) % per annum.

Article 3 Repayment Currency and Applicable Exchange Rate

The currency and exchange rates applicable at the time of payment of principal, interest, agreed fees and default payment shall be as follows for Korean Won loans funded by foreign currency and foreign currency loans:

Article 4 Prepayments

Prepayment Fee = Principal to be Prepaid × Fee Rate (1.4%) × (Number of Remaining Days until Maturity / Loan Period)

 

Article 5 Commitment Fee

Article 6 Loan Receipt

The Borrower shall submit a loan receipt upon drawdown of the loan, except if the loan is deposited in a bank account in the Borrower’s name.

Article 7 Deposits, Claims and Restrictions on Managed Funds

Article 8 Payment and Subrogation by Third Party

Article 9 Cancellation of Commitment, etc.

If an event of default under Article 7 of the General Terms and Conditions of Credit Transactions of the Bank occurs with respect to the Borrower or if a drawdown is not made within the availability period as determined by the Bank due to a reason attributable to the Borrower, the Bank may cancel all or a part of the commitment or suspend the drawdown of the loan or withdrawal of managed funds.

Article 10 Obligation to Maintain Ability to Repay

Type	20  .	20  .	20  .	20  .	20  .
Debt Ratio  Equity Capital Ratio  (      ) Ratio  (      ) Ratio	% % % %	% % % %	% % % %	% % % %	% % % %

Article 11 Guarantee

The guarantor, who has signed and sealed this Agreement, shall ratify each provision of the General Terms and Conditions of Credit Transactions of the Bank and this Agreement, be jointly liable with the Borrower to perform the obligations under this Agreement and comply with the following regarding the performance of the obligations:

Article 12 Agreement on Foreign Currency Loan

The Borrower shall agree to deposit with the Bank the amount in foreign currency required for the project other than the approved loan amount in accordance with the manner designated by the Bank.

The Borrower shall be liable for any indemnities and other costs and expenses claimed by competent authorities against the Bank as a result of the Borrower’s breach of this Agreement, and shall raise no objection in the event of any exercise by the Bank of its [indemnification] rights in respect thereof in the same manner as it would exercise its rights as regards the [Borrower’s] debt obligations under this Agreement.

 

Article 13 Purpose of Funds and Sanctions

If the Bank determines that the loan under this Agreement is operating capital subject to follow-up inspection on [use in accordance with the stated] purpose of funds, the Borrower shall perform the following: (Check (√) in the applicable square “☐” to indicate whether the loan is subject to follow-up inspection.)

☐ Subject to follow-up inspection of [use of] operating capital

☐ Not subject to follow-up inspection of [use of] operating capital

If the Borrower fails to submit a “Statement of Use of Loan” within three (3) months from the drawdown date of the loan or if the Borrower has been found to have used the loan for purposes other than the purpose originally contemplated under this Agreement and it is therefore deemed unsound to maintain an ongoing transaction, all of the loan shall be accelerated and become due and payable by written notice of the Bank, and the Borrower shall be required to immediately repay the loan. If the Borrower is found once to have used the loan for purposes other than the intended purpose, the Borrower shall be restricted from applying for a new loan for one (1) year from the date of repayment of the loan, and if the Borrower is found twice to have used the loan for purposes other than the intended purpose, the Borrower shall be restricted from applying for a new loan for five (5) years from the date of repayment of the loan.

Article 14 Stamp Duty

Article 15 Special Terms and Conditions

January 27, 2021

Borrower:

SK E&S Co., Ltd.

Representative Director  Jeong Joon Yu   (seal)

Address:

26, Jong-ro, Jongno-gu, Seoul, the Republic of Korea

Article 7 (Special Conditions)

If any of the following events occurs before the Issuer completes repayment of this CP, the Issuer shall notify the Purchaser of such event without delay; provided that, if such event is disclosed via the Financial Supervisory Service or Korea Exchange, the disclosure may replace the notice:

Article 8 (Liability)

Each party to this Agreement shall indemnify the other party for any damage incurred by that other party by reason attributable to such [indemnifying] party with respect to this Agreement.

Article 9 (Jurisdiction)

Any litigation related to this Agreement (including a petition for mediation) shall be governed by the laws of the Republic of Korea, and the Seoul Central District Court shall have exclusive jurisdiction.

Article 10 (Interpretation of Agreement, etc.)

IN WITNESS WHEREOF, the Issuer and the Purchaser caused this Agreement to be executed in two (2) copies, each of which shall be kept by the Issuer and the Purchaser, respectively.

January 20, 2021

“Issuer”: SK E&S Co., Ltd.

“Purchaser”: Samsung Securities Co., Ltd.