Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of October 31, 2023, by and between Ares Acquisition
Corporation, a Cayman Islands exempted company (the “Purchaser”), and X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”). The Purchaser and
the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to such terms in
the Business Combination Agreement (as defined below).
WHEREAS, the Purchaser, the Company and, solely for purposes of
Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, each of The Kamal S. Ghaffarian Revocable Trust, IBX Company Opportunity Fund 1, LP, a Delaware limited partnership, IBX Company Opportunity Fund 2, LP, a
Delaware limited partnership, IBX Opportunity GP, Inc., a Delaware corporation, GM Enterprises LLC, a Delaware limited liability company, and X-Energy Management, LLC, a Delaware limited liability company,
entered into the Business Combination Agreement, dated as of December 5, 2022 (as amended by the First Amendment to Business Combination Agreement, dated as of June 11, 2023, and the Second Amendment to Business Combination Agreement,
dated as of September 12, 2023, the “Business Combination Agreement”);
WHEREAS, pursuant to Section 8.01(a) of
the Business Combination Agreement, the Purchaser and the Company may terminate the Business Combination Agreement at any time prior to the Closing by mutual written consent; and
WHEREAS, the Parties have mutually agreed to terminate the Business Combination Agreement pursuant to Section 8.01(a) of the Business
Combination Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Termination. Pursuant to Section 8.01(a) of the Business Combination Agreement, the Parties mutually and irrevocably agree to
terminate the Business Combination Agreement effective as of the execution and delivery of this Agreement, with such termination, having the effect set forth in Section 8.02 of the Business Combination Agreement.
2. Expense Reimbursement. As a condition and inducement to the Purchaser’s willingness to enter into this Agreement, effective
upon the execution and delivery of this Agreement, the Purchaser assigns to the Company, and the Company assumes from Purchaser and agrees to pay, perform and discharge, the liabilities of Purchaser with respect to the payment in cash of the fees,
costs and expenses of Purchaser and its affiliates set forth on Exhibit A. The Company shall, in the amounts specified on Exhibit A, satisfy and discharge such liabilities by wire transfer of immediately available funds to the accounts
specified by Purchaser or the counterparties set forth on Exhibit A, as applicable.
3. Mutual Releases. In consideration of
the covenants, agreements and undertakings of the Parties set forth in this Agreement, each Party, on behalf of itself and its respective present and former Subsidiaries, Affiliates, officers, directors, stockholders, employees, agents,
representatives, successors and assigns (collectively, “Releasors”) releases, waives, and forever discharges the other Party and its respective present and former Subsidiaries, Affiliates, officers, directors, stockholders,
employees, agents, representatives, successors and assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, damages, claims, and demands, of every kind and nature whatsoever,
whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or in equity, which any of such Releasors ever had, now have, or hereafter may have against any of such Releasees for, upon, or by reason of
any matter, cause, or thing whatsoever from the
