PREFERRED STOCK PURCHASE AGREEMENT by and between ARDMORE SHIPPING CORPORATION and ARF INNOVATION, LLC Dated as of June 3, 2021

In this Agreement, unless the context clearly indicates otherwise:

This Agreement was negotiated by the Parties with the benefit of legal representation, and no rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall apply to any construction or interpretation hereof. Subject to Section 9.6, this Agreement shall be interpreted and construed to the maximum extent possible so as to uphold the enforceability of each of the terms and provisions hereof.

At the First Closing, upon and subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 25,000 shares of Preferred Stock (the “Initial Shares”) at a purchase price equal to $1,000.00 per share (the “Purchase Price”).

If the Purchaser chooses to purchase additional shares of Preferred Stock (which notwithstanding anything to the contrary in this Agreement shall at all times be in and subject to the Purchaser’s sole and absolute discretion), at the Second Closing, upon and subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, such number of additional shares of Preferred Stock, not to exceed 15,000 shares of Preferred Stock, specified in writing to the Company (the “Additional Share Purchase Notice”) at the Purchase Price (the “Additional Shares” and together with the Initial Shares, the “Shares”). The Second Closing Date (if applicable) shall be on or before July 15, 2021 (or such later date as agreed to in writing by the Company and the Purchaser).

The closing of the purchase of the Initial Shares (the “First Closing”) will take place as soon as practicable following the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2, but in no event shall occur later than June 30, 2021 or such later date as agreed to in writing by the Company and the Purchaser (the date and time of delivery and payment for the Initial Shares being herein called the “First Closing Date”).

The closing of the purchase of the Additional Shares (the “Second Closing”), if applicable, will take place on the third Business Day after the date of the Additional Share Purchase Notice provided to the Company and as soon as practicable following the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2, but in no event shall occur later than July 15, 2021 or such later date as agreed to in writing by the Company and the Purchaser (the date and time of delivery and payment for the Additional Shares being herein called the “Second Closing Date”).

At each Closing, the Company shall issue and deliver to the Purchaser one or more stock certificates, duly executed by the Company and registered in the Company’s stock ledger, or appropriate evidence of a book entry transfer, in the Purchaser’s name, representing the number of Shares of Preferred Stock being purchased by the Purchaser at such Closing.

(i) Each document, if any, filed pursuant to the Exchange Act (the “SEC Documents”) prior to the First Closing or the Second Closing (if applicable) complied when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the SEC thereunder, (ii) each SEC Document at the time of filing of each such document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) each applicable SEC Document complies in all material respects with the Securities Act and the applicable rules and regulations of the SEC thereunder.

The Company is not an “ineligible issuer” in connection with the offering pursuant to Rule 405 under the Securities Act.

The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands, has the corporate power and authority to own its property and to conduct its business as described in the SEC Documents and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Each subsidiary of the Company, including Ardmore Energy Transition Ventures, has been duly incorporated or formed, is validly existing as a corporation or other entity in good standing (to the extent that such concept is recognized or applicable under the laws of its respective jurisdiction of incorporation or organization, as applicable) under the laws of the jurisdiction of its incorporation or organization, has the corporate or other power and authority to own its property and to conduct its business as described in the SEC Documents and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except as otherwise disclosed in the SEC Documents.

This Agreement and each other Transaction Document has been duly authorized, executed and delivered by the Company and any Affiliate of the Company party thereto and is the valid and binding agreement of the Company and any Affiliate of the Company party thereto enforceable against the Company and any Affiliate of the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”).

The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the SEC Documents.

The shares of Common Stock outstanding as of the date hereof have been duly authorized and are validly issued, fully paid and non-assessable.

The Shares have been duly authorized by the Company and upon the payment of the Purchase Price pursuant to Section 2.3, the Shares will be validly issued, fully paid and non-assessable.

The execution and delivery by the Company and any Affiliate of the Company of, and the performance by the Company and any Affiliate of the Company of its obligations under, this Agreement, including the issuance and sale of the Preferred Stock hereunder, and each of the other Transaction Documents to which the Company or any Affiliate thereof is a party, will not contravene any provision of: (i) the Articles of Incorporation or by-laws (or the equivalent governing documents) of the Company, any Affiliate of the Company or their respective subsidiaries,

Since December 31, 2020 and other than as set forth in any SEC Document filed prior to the First Closing, there has not occurred any effect, change, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

There are no legal or governmental investigations, claims, actions, suits or proceedings (“Proceedings”) pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject, including without limitation, Proceedings relating to Environmental Laws or any other environmental or regulatory matters (i) other than Proceedings accurately described in all material respects in the Annual Report of the Company for the fiscal year end December 31, 2020 (the “2020 Annual Report”) that would not have a Material Adverse Effect on the power or ability of the Company to perform its obligations under this Agreement or the other Transaction Documents or to consummate the transactions contemplated by this Agreement and the other Transaction Documents or (ii) that are required to be described in the SEC Documents and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the SEC Documents or to be filed as exhibits to the 2020 Annual Report that are not described or filed as required.

The Company is not, and immediately upon giving effect to the offering and sale of the Preferred Stock and the application of the proceeds thereof will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended.

The Company and its subsidiaries (i) are each in compliance with any and all applicable international, foreign, federal, state and local laws, regulations, requirements, conventions and treaties (including those promulgated by the International Maritime Organization and the United States Coast Guard) relating to the protection of human health and safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants, chemicals or contaminants, including petroleum, petroleum products, other hydrocarbons, asbestos or asbestos containing material (“Environmental Laws”), (ii) have each received all permits, licenses, certificates or other approvals required of them under Environmental Laws to conduct their respective businesses (including, without limitation, the ownership and operation of their respective vessels) and (iii) are each in compliance with all terms and conditions of any such permit, license, certificate or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses, certificates or other approvals or failure to comply with the terms and conditions of such permits, licenses, certificates or approvals would not, singly or in the aggregate, have a Material Adverse Effect.

There are no costs or liabilities (and there are no events or circumstances that would reasonably be expected to result in such costs or liabilities) associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up or remediation of releases, closure of properties, retirement, retrofitting, dry-docking or upgrades of vessels or compliance with Environmental Laws or any permit, license, certificate or approval, any related constraints on operating activities and any potential liabilities to third parties whether statutory, contractually or otherwise) which would, singly or in the aggregate, have a Material Adverse Effect.

Except for the Registration Rights Agreement, there are no contracts, agreements or understandings between the Company and any Person granting such Person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company.

Neither the Company nor any of its subsidiaries, nor, to the Company’s knowledge, any director, officer, employee, agent, Affiliate or representative of the Company or of any of its subsidiaries, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf

The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(i) Neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any director, officer, employee, agent, Affiliate or representative of the Company or any of its subsidiaries, is a Person that is, or is owned or controlled by a Person that is:

the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department, any U.S. presidential executive order, the United Nations Security Council (“UNSC”), the European Union (“EU”), the United Kingdom’s Office of Financial Sanctions Implementation Her Majesty’s Treasury (“OFSI”), or other relevant sanctions authority (collectively, “Sanctions”), nor

located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Syria and Venezuela), nor

otherwise a target of Sanctions (being a person with whom a U.S. person or other national under the jurisdiction of a sanctions authority would be prohibited or restricted by law from engaging in trade, business or other activities or against whom Sanctions are otherwise directed).

Subsequent to the respective dates as of which information is given in the 2020 Annual Report (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries; and (iv) neither the Company nor any of its subsidiaries has sustained any loss or interference with its respective business from the actual or constructive loss of or to any vessel, the requisition for title of any vessel, fire, explosion, flood or other calamity, whether or not covered by insurance, or any labor dispute or court or governmental action, order or decree that resulted in a Material Adverse Effect, except in each case as described in the SEC Documents.

The Company and its subsidiaries have good title in fee simple to all real property and good title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, except as enforceability may be limited by the Enforceability Exceptions, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the SEC Documents.

The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

No material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the SEC Documents, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, shipyards, manufacturers, contractors or customers that could reasonably be expected to have a Material Adverse Effect.

The Company and each of its subsidiaries are insured by insurers (which term shall include P&I clubs) of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism, war risks, earthquakes, total loss from collision, fire, grounding, engine breakdown, and pollution liability; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; neither the Company nor any of its subsidiaries is currently required to make any payment, or is aware of any facts which would require the Company or any of its subsidiaries to make any payment, in respect of a call by, or a contribution to, any insurance club; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as described in the SEC Documents.

The Company and its subsidiaries possess all material licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as described in the SEC Documents.

The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language, if any, included in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. Except as described in the SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(i) An aggregate of 40,000 shares of Preferred Stock have been authorized pursuant to the Statement of Designation and no other shares of Preferred Stock have been authorized for issuance and (ii) other than the sale and issuance of the Shares to the Purchaser at the First Closing and the Second Closing (if applicable), the Company has no other agreement to sell and has not offered or sold any shares of Preferred Stock to any other Person.

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) the Company and each of its subsidiaries have prepared (or caused to be prepared) and timely filed (taking into account valid extensions of time within which to file) all Tax Returns required to be filed by any of them, and all such Tax Returns (taking into account all amendments thereto) are true, complete and correct, (b) all Taxes (whether or not shown on any Tax Return) for which the Company and each of its subsidiaries are liable have been timely paid except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established, and (c) no examination or audit of any Tax Return of the Company or any of its subsidiaries by any Governmental Body is currently in progress or threatened in writing other than any examination or audit presenting issues for which adequate reserves have been established.

Except as provided in the credit, loan and finance lease agreements described in the 2020 Annual Report, and by the Business Corporations Act of the Republic of the ▇▇▇▇▇▇▇▇ Islands, no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or other equity interests, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company. All dividends and other distributions declared and payable on the shares of capital stock of the Company, including all dividends and other distributions to be declared and payable in respect of the Preferred Stock, may under the current laws and regulations of the Republic of the ▇▇▇▇▇▇▇▇ Islands be paid in United States dollars and may be freely transferred out of the Republic of the ▇▇▇▇▇▇▇▇ Islands, and all such dividends and other distributions are not, and will not be, subject to withholding or other Taxes under the current laws and regulations of the Republic of the ▇▇▇▇▇▇▇▇ Islands and are, and will be, otherwise free and clear of any other Tax, withholding or deduction in, and without the necessity of obtaining any consents, approvals, authorizations, orders, licenses, registrations, clearances and qualifications of or with any court or Governmental Body or agency or any stock exchange authorities in, the Republic of the ▇▇▇▇▇▇▇▇ Islands.

Neither the Company nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands.

To the knowledge of the Company, the Company was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the Code, and the rules and regulations promulgated thereunder, for its most recently completed taxable year and, based on the Company’s current and anticipated operations and future projections, the Company does not expect to be classified as a PFIC for any subsequent taxable year.

All of the Company’s vessels are owned or leased (pursuant to finance leases) directly by subsidiaries of the Company (other than one chartered-in vessel); each of the vessels owned by one of the Company’s subsidiaries has been duly registered in the name of the relevant entity that owns it under the laws and regulations and the flag of the nation of its registration, and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party and all of the vessels are owned directly by such subsidiary of the Company free and clear of all liens, claims, security interests or other encumbrances, except as set forth in the SEC Documents; and all leases or charters pursuant to which the Company or any subsidiary thereof leases or charters a vessel are in full force and effect.

The Company is a “foreign private issuer” as defined in Rule 405 of the Securities Act.

Each of (1) the Ardmore Exporter Time Charter Agreement, the Ardmore Endurance Time Charter Agreement, the Ardmore Explorer Time Charter Agreement, (2) the Technical Management Agreements relating to, as applicable, Ardmore Seavaliant, Ardmore Seaventure, Ardmore Seavantage, Ardmore Seavanguard, Ardmore Sealion, Ardmore Seafox, Ardmore Seawolf, Ardmore Seahawk, Ardmore Endeavour, Ardmore Enterprise, Ardmore Endurance, Ardmore Explorer, Ardmore Encounter, Ardmore Exporter, Ardmore Engineer, Ardmore Sealeader, Ardmore Sealifter, Ardmore Sealancer, Ardmore Seafarer, Ardmore Dauntless, Ardmore Defender, Ardmore Cherokee, Ardmore Cheyenne, Ardmore Chinook and Ardmore Chippewa, (3) the Joint Bank Facility and Revolving Facility Agreements and related documents with Nordea Bank Finland Plc and Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ dated December 11, 2019, (4) the Joint Bank Facility Agreement and related documents with ABN AMRO Bank N.V. and Crédit Agricole Corporate and Investment Bank, dated December 11, 2019, (5) the Revolving Facility Agreement and related documents with ABN AMRO Bank N.V. dated July 17, 2020, (6) the Facility Agreement and related documents with IYO Bank dated December 17, 2020, (7) the Facility Agreements and related documents with JPV No.7 and No.8 Co Ltd dated May 30, 2017, (8) the Facility Agreement and related documents with ▇▇▇▇ Co. Ltd dated January 30, 2018, (9) the Facility Agreements and related documents with CMB Financial Leasing Co. Ltd dated June 26, 2018 (10) the Facility Agreements and related documents with CMB Financial Leasing Co. Ltd dated October 25, 2018, (11) the Facility Agreements and related documents with Ocean Yield ASA dated October 25, 2018, (12) the Facility Agreement and related documents with Rich Ocean Shipping dated November 30, 2018, and (13) the Facility Agreements and related documents with China Huarong Financial Leasing Co. Ltd dated November 30, 2018, (each of the documents listed in (1) through (13), an “Operative Document,” and collectively, the “Operative Documents”) has been duly authorized, executed and delivered by the Company or its applicable subsidiaries and, to the knowledge of the Company, by the other parties thereto, and is a valid and binding agreement of the Company or its applicable subsidiaries and, to the knowledge of the Company, each other party thereto enforceable against each party thereto in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions; and neither the Company nor any subsidiary thereof has sent or received any communication regarding termination of any Operative Document and no such termination has been threatened by the Company or any subsidiary thereof or, to the Company’s knowledge, by any third party.

Neither the Company nor any of its subsidiaries has issued any securities that have been accorded a rating by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

No stamp, documentary, issuance, registration, transfer, withholding or other Taxes or duties are payable by or on behalf of the Company or any of its subsidiaries in the Republic of the ▇▇▇▇▇▇▇▇ Islands or any jurisdiction in which the Company is organized or Tax resident or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement and (ii) the sale and delivery of the Preferred Stock to the Purchaser.

Assuming the accuracy of the representations and warranties set forth in Section 4.1(c), the sale of the Preferred Stock pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stock, and neither the Company nor, to the knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or step that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with other offerings by the Company.

Neither the Company nor any of its subsidiaries (i) is or will be obligated for any finder’s or broker’s fee or commission arising as a result of the closing of the transactions contemplated by this Agreement or (ii) has engaged any Person in connection with the transactions contemplated by this Agreement (x) whose activities on behalf of the Company or its subsidiaries would require such Person to be registered as a broker-dealer under the Exchange Act if such Person is not a registered broker-dealer or is not duly associated with a registered broker-dealer and (y) unless, to the Company’s knowledge, such engagement was not inconsistent with the requirements of the Exchange Act.

(i) The Company is the sole and direct shareholder of Ardmore Energy Transition Ventures; (ii) Ardmore Energy Transition Ventures and the Purchaser are the only members of Ardmore Element 1 Ventures; and (iii) Ardmore Energy Transition Ventures is the sole manager of Ardmore Element 1 Ventures.

This Agreement and each other Transaction Document to which the Purchaser is a party has been duly authorized, executed and delivered by or on behalf of the Purchaser and is a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

The execution and delivery by the Purchaser of, and the performance by the Purchaser of its obligations under this Agreement and the other Transaction Documents to which it is a party, will not contravene any provision of applicable law, or the certificate of formation or limited liability company agreement (or equivalent) of the Purchaser, or any material agreement or other instrument binding upon the Purchaser or any material judgment, order or decree of any Governmental Body, agency or court having jurisdiction over the Purchaser, and no consent, approval, authorization or order of, or qualification with, any Governmental Body or agency is required for the performance by the Purchaser of its obligations under this Agreement or the other Transaction Documents to which it is a party, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Preferred Stock.

The Purchaser acknowledges that the Shares have not been registered under the Securities Act or under any state or other applicable securities laws and, except as otherwise set forth in the Registration Rights Agreement, the Company has no obligation or present intention of registering the Shares. The Purchaser represents and warrants, as of the date hereof and as of each Closing Date, that (a) it is acquiring the Shares pursuant to an exemption from registration under the Securities Act

The Purchaser (i) neither is nor will be obligated for any finder’s or broker’s fee or commission arising as a result of the closing of the transactions contemplated by this Agreement and (ii) has not engaged any Person in connection with the transactions contemplated by this Agreement whose activities on behalf of the Purchaser would require such Person to be registered as a broker-dealer under the Exchange Act.

At any time the Purchaser (and any Affiliate thereof) may transfer any of the Initial Shares or Additional Shares (i) to any Affiliate of the Purchaser or (ii) to any other Person with the prior written consent of the Company. Following the third anniversary of the First Closing Date, the Purchaser (and any Affiliate thereof) may transfer any of the Initial Shares or Additional Shares to any Person engaged in the business of investment or financing with the prior written consent of the Company (unless the transferee is an Affiliate of the Purchaser in which case the consent of the

The Purchaser covenants that, in connection with any transfer of any Shares, such Shares will be transferred only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with applicable state securities laws. In connection with any transfer of Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, or (iii) pursuant to Rule 144 (provided, that, the holder provides the Company with reasonable assurances (in the form of a seller representation letter reasonably satisfactory to the Company) that the Shares may be sold pursuant to such rule) or Rule 144A (as promulgated under the Securities Act), the Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor and reasonably satisfactory to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act.

Certificates evidencing the Shares or the Purchaser’s book entry account shall not be required to contain the legend set forth in Section 5.2 or any other legend (i) with respect to Shares, following any sale of such Shares pursuant to an effective registration statement under the Securities Act, (ii) at the time of any sale pursuant to Rule 144 (provided, that, the holder provides the Company with reasonable assurances (in the form of a seller representation letter reasonably satisfactory to the Company) to the effect that the Shares can be sold under Rule 144) or (iii) if the holder provides the Company with a legal opinion (and the documents upon which the legal opinion is based) reasonably acceptable to the Company and the transfer agent and from counsel reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC).

The Purchaser and the Company intend that the Preferred Stock shall be treated as equity for U.S. federal income Tax purposes and shall not file any Tax Return inconsistent with such treatment unless otherwise required by a change in law or by a Governmental Body following an audit or examination.

The Purchaser and the Company agree that the Company shall not treat as a dividend for U.S. federal income Tax purposes any amount in respect of the Preferred Stock owned by the Purchaser on account of the accrual of dividends, unless and until such dividends are declared and paid in cash, and shall not file any Tax Return inconsistent with such treatment, in each case, unless otherwise required by a change in law or by a Governmental Body following an audit or examination.

The Company shall use commercially reasonable best efforts to determine whether it is a PFIC for each taxable year during which the Purchaser holds any Shares. If the Company determines it is a PFIC for any such taxable year, the Company shall (i) promptly notify the Purchaser and (ii) timely provide such statements and other information that will enable the Purchaser to timely file and maintain a “qualified electing fund” election pursuant to Section 1295 of the Code (a “QEF Election”) with respect to the Company. Such statements and other information shall include (1) an annual information statement setting forth the Purchaser’s share of the ordinary earnings and net capital gain (within the meaning of Section 1293 of the Code and the Treasury regulations thereunder) of the Company for such taxable year and (2) any other information required by Section 1295 of the Code or other applicable Tax law to enable the Purchaser to timely file and maintain a QEF Election with respect to the Company.

The Purchaser shall deliver to the Company on or prior to the First Closing (and from time to time thereafter upon the reasonable request of the Company), a duly completed and executed original Internal Revenue Service Form W-9 certifying that the Purchaser is exempt from U.S. federal backup withholding Tax. The Purchaser agrees that if any Internal Revenue Service Form W-9 it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or promptly notify the Company in writing of its legal inability to do so.

Representations and Warranties. (i) The representations and warranties of the Company contained herein that are qualified by materiality or a Material Adverse Effect shall be true and correct as of the applicable Closing Date as though made on and as of the applicable Closing Date (except for those representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and (ii) all other representations and warranties of the Company contained herein shall be true and correct in all material respects as of the applicable Closing Date as though made on and as of the applicable Closing Date (except for those representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).

Performance. The Company shall have performed, satisfied and complied in all material respects with all covenants and agreements required by the Transaction Documents to be performed, satisfied or complied with or by it at or prior to the applicable Closing.

Approvals. The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the issuance and sale of the Shares, all of which shall be in full force and effect (other than the filing with the SEC of a Form D and any other filings as may be required by state securities agencies).

Absence of Legal Prohibition or Litigation. To the Company’s knowledge, no federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation shall have been enacted or promulgated that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the

Statement of Designation. The Statement of Designation, substantially in the form attached hereto as Exhibit I, shall have been executed in accordance with the relevant provisions of the ▇▇▇▇▇▇▇▇ Islands Business Corporations Act, as amended, and duly filed with the Registrar, and the Purchaser shall have received evidence thereof in form and substance reasonably satisfactory to the Purchaser.

Transaction Documents. Receipt by the Purchaser of executed counterparts of the Transaction Documents (other than the Statement of Designation), substantially in the forms attached hereto as Exhibits A, B, C, D, E, F, G, and H, as well as the Transaction Document Trigger Event Agreement, each properly executed by a Responsible Officer of the Company and each other party to such documents (other than the Purchaser).

Element 1 Shares. All conditions to the closing of the issuance of the Element 1 Shares set forth in the Element 1 Stock Purchase Agreement shall have been satisfied without waiver by Ardmore Element 1 Ventures, and the issuance and sale of the Element 1 Shares to Ardmore Element 1 Ventures shall have been consummated.

Element 1 Warrant. (i) The Element 1 Stock Warrant Agreement shall have been duly executed and delivered by all parties thereto and (ii) Element 1 shall have issued the Element 1 Warrant to Ardmore Element 1 Ventures pursuant to the Element 1 Stock Warrant Agreement.

Element 1 Anti-Dilution Warrant. (i) The Element 1 Anti-Dilution Stock Warrant Agreement shall have been duly executed and delivered by all parties thereto and (ii) Element 1 shall have issued the Element 1 Anti-Dilution Warrant to Ardmore Element 1 Ventures pursuant to the Element 1 Anti-Dilution Stock Warrant Agreement.

Element 1 Joint Venture Documents. (i) All closing conditions set forth in the Element 1 Joint Venture Documents shall have been satisfied without waiver by the Company (or any Affiliate thereof) and (ii) the Element 1 Joint Venture Documents shall have been duly executed and delivered by all parties thereto (other than the Purchaser).

Material Adverse Effect. Since December 31, 2020, no Material Adverse Effect shall have occurred.

Payment of Expenses. The Purchaser shall have received the fees and expenses agreed in writing to be paid to the Purchaser by the Company .

Officer’s Closing Certificate. The Company shall have delivered to the Purchaser a certificate executed by a Responsible Officer of the Company certifying the fulfillment of the conditions specified in Sections 6.1(a) through 6.1(d), Sections 6.1(g) through 6.1(k) and Section 6.1(q).

Officer’s Certificate. The Company shall have delivered to the Purchaser a certificate executed by a Responsible Officer of the Company, dated as of the applicable Closing Date, as to (i) the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated hereby and by the other Transaction Documents to which it is a party, (ii) the Articles of Incorporation of the Company, as in effect on the applicable Closing Date, (iii) the bylaws of the Company as in effect on the applicable Closing Date, (iv) the good standing of the Company not more than five (5) days prior to the applicable Closing Date, and (v) the authority and incumbency of the officers of the Company executing the Transaction Documents to which it is a party.

Legal Opinions. The Purchaser shall have received an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP substantially in the form of Exhibit J hereto and an opinion from ▇▇▇▇▇▇▇ Coie LLP substantially in the form of Exhibit K hereto.

Perfection and Priority of Liens. Receipt by the Purchaser of the Element 1 Anti-Dilution Warrant (as evidenced by the Element 1 Anti-Dilution Stock Warrant Agreement) and all stock certificates evidencing the Element 1 Shares pledged to the Purchaser pursuant to the Pledge

Representations and Warranties – Transaction Documents. The representations and warranties of the Company or any Affiliate thereof made by the Company of any Affiliate thereof in the Transaction Documents to which the Company or any Affiliate thereof is a party (and to which the Purchaser is not a party) are true and correct.

Representations and Warranties. (i) The representations and warranties of the Purchaser contained herein that are qualified by materiality shall be true and correct as of the applicable Closing Date as though made on and as of the applicable Closing Date (except for those representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and (ii) all other representations and warranties of the Purchaser contained herein shall be true and correct in all material respects as of the applicable Closing Date as though made on and as of the applicable Closing Date (except for those representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).

Purchase Price Paid. The Purchaser shall have paid to the Company the Purchase Price with respect to the Initial Shares or Additional Shares, as the case may be, to be purchased at the respective Closing.

Performance. The Purchaser shall have performed, satisfied and complied in all material respects with all covenants and agreements required by the Transaction Documents (to which the Purchaser is a party) to be performed, satisfied or complied with or by the Purchaser at or prior to the applicable Closing.

Absence of Legal Prohibition or Litigation. To the Purchaser’s knowledge, no federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation shall have been enacted or promulgated that temporarily, preliminarily or

Transaction Documents. Receipt by the Company of executed counterparts of the Transaction Documents (other than the Statement of Designation), substantially in the forms attached hereto as Exhibits A, B, C, D, E, F, G, and H, as well as the Transaction Document Trigger Event Agreement, each properly executed by the Purchaser (only with respect to the Transaction Documents to which the Purchaser is a party) and each other party to such documents (other than the Company and its Affiliates).

Element 1 Shares. The issuance and sale of the Element 1 Shares to Ardmore Element 1 Ventures shall have been consummated.

Element 1 Warrant. (i) The Element 1 Stock Warrant Agreement shall have been duly executed and delivered by all parties thereto (other than the Company and its Affiliates) and (ii) Element 1 shall have issued the Element 1 Warrant to Ardmore Element 1 Ventures pursuant to the Element 1 Stock Warrant Agreement.

Element 1 Anti-Dilution Warrant. (i) The Element 1 Anti-Dilution Stock Warrant Agreement shall have been duly executed and delivered by all parties thereto (other than the Company and its Affiliates) and (ii) Element 1 shall have issued the Element 1 Anti-Dilution Warrant to Ardmore Element 1 Ventures pursuant to the Element 1 Anti-Dilution Stock Warrant Agreement.

Element 1 Joint Venture Documents. (i) All closing conditions set forth in the Element 1 Joint Venture Documents (to which the Purchaser is a party) shall have been satisfied without waiver by the Purchaser and (ii) the Element 1 Joint Venture Documents shall have been duly executed and delivered by all parties thereto (other than the Company and its Affiliates).

Closing Certificate. The Purchaser shall have delivered to the Company a certificate certifying the fulfillment of the conditions specified in Section 6.2(a), Section 6.2(c), Section 6.2(d) and Section 6.2(i)(i).

Withholding Certificate. The Purchaser shall have delivered to the Company a duly completed and executed original Internal Revenue Service Form W-9, dated as of the First Closing Date, certifying that the Purchaser is exempt from U.S. federal backup withholding Tax.

Payment of Expenses. The Company shall have received the fees and expenses agreed in writing to be paid to the Company by the Purchaser and/or American Rivers Fund, LLC.

The Company will, and hereby does, indemnify, hold harmless and defend the Purchaser and each of its directors, officers, shareholders, members, managers, partners, employees, agents, and representatives and each Person, if any, who controls the Purchaser within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and reasonable costs of defense and investigation), amounts paid in settlement or expenses, joint or several (collectively, “Claims”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based in whole or in part upon any breach in the representations, warranties and covenants of the Company contained in this Agreement, or any failure of the Company to perform its obligations hereunder. Subject to Section 7.1(b), the Company shall reimburse the Indemnified Persons for any reasonable and documented legal fees of one counsel or other reasonable and documented out-of-pocket expenses incurred by them in connection with investigating or defending any such Claim. The indemnification agreement contained in this Section 7.1(a) shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of any of the Shares by the Purchaser.

Promptly after receipt by an Indemnified Person under this Section 7.1 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof is to be made against the Company under this Section 7.1, deliver to the Company a written notice of the commencement thereof (which notice shall state the nature and the basis of such Claim to the extent then known), and the Company shall have the right to participate in, and, to assume control of

The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person against the Company or others, and (ii) any liabilities to which the Company may be subject, in each case pursuant to applicable law.