Corporate Counsel

Who We Are

Factorial Energy is a pioneering U.S.-based solid-state battery company driving the future of energy storage and electrification. Partnered with global leaders including Mercedes-Benz Stellantis Hyundai and Kia Factorial is at the forefront of developing next-generation e-mobility platforms for commercial defense and consumer applicationsspanning electric vehicles (EVs) drones eVTOL aircraft power tools marine systems robotics and more. The company has achieved multiple industry firsts including being the first to power a demonstration vehicle with a global OEM (Mercedes- Benz) which achieved over 1200 km (749 mi) of range and the first toearn UN 38.3 certification for automotive-sized lithium-metal solid-state cells the first to deliver B-samples of automotive-sized solid-state batteries to major OEMs.

The Opportunity:

Factorial Energy is seeking a CorporateCounselto join our small agile legal team. This role will be primarily responsible for supporting public company compliance securities law andcorporate governance functions while alsoassisting with commercial contracting and generalcorporate legal needs.

In this role you will:

• Assistin the preparation and filing of SEC reports and disclosures including Forms 10-K 10-Q 8-K proxy statements Section 16 reports and registration statements.
• Support the Companys disclosure controls and procedures including coordination of disclosure committee processes and CEO/CFO certifications.
• Monitor compliance with Regulation FD insider trading policies and Section 16 obligations.
• Partner with Finance Investor Relations and Communications teams on external disclosures such as earnings releases and investor presentations.
• Support the Board of Directors and its committees including preparation of meeting materials agendas resolutions and minutes.
• Ensure compliance with Delawarecorporate law the Companys Certificate of Incorporation and Bylaws and stock exchange listing standards.
• Assist with annual governance calendars director onboarding and governance policy development.
• Provide legal support for the administration of equity incentive plans employee stock purchase plans and related disclosures.
• Assist in preparation of executive compensation disclosures in proxy statements.
• Draft review and negotiate a wide range of commercial contracts including NDAs supply licensing joint development and service agreements.
• Provide day-to-day legal support to internal business teams balancing risk management with business objectives.
• Support compliance initiatives in areas such as export control data privacy and employment matters as needed.
• Track and analyze developments in securities regulation stock exchange rules andcorporate governance practices.
• Assist with internal investigations whistleblower matters and compliance training.

We are looking for people who:

• J.D. and admission to a U.S. state bar in good standing. Must be admitted or be eligible for admission to the Massachusetts bar or registration as in-housecounselin Massachusetts.
• 47 years of legal experience including significant exposure to securities law andcorporate governance (law firm and/or in-house experience at a public company preferred).
• Experience drafting and negotiating commercial agreements.
• Strong knowledge of the Securities Act Exchange Act Sarbanes-Oxley Regulation FD and stock exchange rules.
• Strong organizational and project-management skills with the ability to handle diverse matters in a fast-paced international environment.
• Business-oriented mindset with the flexibility to shift between specialized compliance work and generalist tasks.

Some of our competitive benefits include:

• Medical dental and vision insurance
• Generous paid time off
• 401(k) plan that includes employer matching funds
• Education assistance plan
• Life insurance and disability coverage

Salary: $200000 $220000 Annual Base Equity

Work Location:

805 Middlesex Turnpike Billerica MA 01821 (In person)

Factorial Inc. is an equal opportunity employer that values diversity at all levels. All qualified applicants regardless of personal characteristics are encouraged to apply.

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