Subsequent Shareholders. Any Person not a signatory to this Agreement who hereafter becomes a Shareholder as provided hereby shall be bound by all of the terms and provisions, and shall be entitled to all the benefits and privileges, of this Agreement. Before any Person not a signatory to this Agreement, including any Person to whom transfers of Shares may be made hereunder, may be entitled to be a Shareholder, such Person shall be required to execute and deliver to the Company an agreement, in form and substance reasonably acceptable to the Company and the Shareholders (a “Joinder Agreement”) pursuant to which such Person agrees to be bound by all of the terms and conditions of this Agreement, and the failure of any such Person to do so shall preclude such Person from becoming a Shareholder. [Remainder of Page Intentionally Left Blank; Signature Page Follows] tk-420278 IN WITNESS WHEREOF, the parties have signed this Joint Venture Agreement as of the date first written above. By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Title: President & Chief Executive Officer By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇.▇. ▇▇▇ Title: Manager By: /s/ ▇▇▇▇-▇▇▇▇▇▇ [illegible] Name: ▇▇▇▇-▇▇▇▇▇▇ [illegible] Title: B Manager By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Officer Chief Operating Officer Basic Chemicals Business Unit By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: General Manager Special Chemicals Div. By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Title: President The undersigned hereby acknowledges having taken cognizance of this Agreement and accepts the duties incumbent upon it pursuant to Section 1.2.6 of said Agreement. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Partner [Attached] [*** 2 pages omitted.] BIOAMBER $7,000,000 700,000 Class A [***] [***] 70% MITSUI $3,000,000 300,000 Class A [***] [***] 30% * Maximum aggregate amounts. The Board may call for lesser amounts in accordance with Sections 5.1.1 and 5.1.2, as applicable. ** Maximum number of shares issuable in respect of maximum aggregate subsequent disbursements of initial capital contribution. Actual number of shares may be proportionally adjusted (i) if Board calls for lesser amounts of subsequent disbursements of initial capital contribution in accordance with Sections 5.1.1 and 5.1.2, as applicable, and (ii) to account for stock splits, stock recombinations and similar transactions in respect of the Company’s capital stock. [***] [***] A) EXECUTED AGREEMENTS: Her Majesty the Queen in right of the province of Ontario, as represented by the Minister of Economic Development and Trade CAD$15,000,000 Her Majesty the Queen in right of Canada, as represented by the Minister responsible for Federal Economic Development Agency for Southern Ontario CAD$12,000,000 B) AGREEMENTS TO BE EXECUTED SHORTLY AFER EXECUTION OF THIS JOINT VENTURE AGREEMENT: Canadian Foundation for Sustainable Development Technology CAD$7,500,000 Sustainable Chemistry Alliance CAD$500,000 [Attached] [*** 11 pages omitted.] [Attached]
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Subsequent Shareholders. Any Person not a signatory to this Agreement who hereafter becomes a Shareholder as provided hereby shall be bound by all of the terms and provisions, and shall be entitled to all the benefits and privileges, of this Agreement. Before any Person not a signatory to this Agreement, including any Person to whom transfers of Shares may be made hereunder, may be entitled to be a Shareholder, such Person shall be required to execute and deliver to the Company an agreement, in form and substance reasonably acceptable to the Company and the Shareholders (a “Joinder Agreement”) pursuant to which such Person agrees to be bound by all of the terms and conditions of this Agreement, and the failure of any such Person to do so shall preclude such Person from becoming a Shareholder. [Remainder of Page Intentionally Left Blank; Signature Page Follows] tk-420278 IN WITNESS WHEREOF, the parties have signed this Joint Venture Agreement as of the date first written above. By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Title: President & Chief Executive Officer By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇.▇. ▇▇▇ Title: Manager By: /s/ ▇▇▇▇-▇▇▇▇▇▇ [illegible] Name: ▇▇▇▇-▇▇▇▇▇▇ [illegible] Title: B Manager By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Officer Chief Operating Officer Basic Chemicals Business Unit By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: General Manager Special Chemicals Div. By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Title: President The undersigned hereby acknowledges having taken cognizance of this Agreement and accepts the duties incumbent upon it pursuant to Section 1.2.6 of said Agreement. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Desbiens ▇▇▇▇▇▇▇, ▇.▇. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Partner [Attached] Site Lease Soil & Groundwater Assessment Federal Environmental Assessment Application for Certificates of Approval Project Manager EPC Retainer Insurance (BlueWater LLC) Other Site Improvement Equipment Purchases Concrete Work [*** 2 pages omitted.*] Process Buildings Structural Steel Equipment Installation Piping Electrical Distributed Control System Insulation Painting Construction Equipment Architectural, Duct Work & Safety Systems Temporary Facilities & Services Total Facility Cost - Installed Basis EPCM Contingency - 15% TOTAL PROJECTED SPEND BY QUARTER $ 1 229 772 $ 11 125 824 $ 10 286 335 $ 17 337 353 $ 19 475 779 $ 12 074 500 $ 8 179 273 $ 79 708 837 CUMULATIVE SPENDING BY QUARTER $ 1 229 772 $ 12 355 597 $ 22 641 932 $ 39 979 284 $ 59 455 064 $ 71 529 564 $ 79 708 837 EPC Selection nov-11 févr-12 Environmental & Permitting août-11 févr-12 Detailed engineering févr-12 mai-12 Procurement & Construction mars-12 mars-13 Employee Hiring sept-12 mars-13 Mechanical Completion mars-13 Water tests & Start Up avr-13 juin-13 Commissioning juil-13 BIOAMBER $7,000,000 700,000 Class A [***] [***] $28,000,000 2,800,000 Class A 70% MITSUI $3,000,000 300,000 Class A [***] [***] $12,000,000 1,200,000 Class A 30% * Maximum aggregate amounts. The Board may call for lesser amounts in accordance with Sections 5.1.1 and 5.1.2, as applicable. ** Maximum number of shares issuable in respect of maximum aggregate subsequent disbursements of initial capital contribution. Actual number of shares may be proportionally adjusted (i) if Board calls for lesser amounts of subsequent disbursements of initial capital contribution in accordance with Sections 5.1.1 and 5.1.2, as applicable, and (ii) to account for stock splits, stock recombinations and similar transactions in respect of the Company’s capital stock.
1. [***] Supply Agreement dated as of January 1, 2011 entered into between BioAmber S.A.S. and International Flavors and Fragrances Inc.;
2. Supply Agreement dated as of May 1, 2011 entered into between BioAmber S.A.S. and Inolex Chemical Company;
3. Supply Agreement dated as of June 1, 2011 entered into between BioAmber S.A.S. and [***]
4. Supply Agreement dated as of July 1, 2011 entered into between BioAmber S.A.S. and [***]
5. Supply Agreement dated as of August 1, 2011 entered into between BioAmber S.A.S. and [***]
6. Supply Agreement dated as of August 1, 2011 entered into between BioAmber S.A.S. and [***]
7. Supply Agreement dated as of September 1, 2011 entered into between BioAmber S.A.S. and [***] Certificates of Approval from the Ministry of Environment • Air emissions • Noise assessment • Industrial Sewage Works – to determine if there needs to be any modification of the existing discharge permits for Lanxess’s wastewater treatment plant • Storm water management plan Environmental Assessment required under the Canadian Environmental Assessment Act for companies receiving Federal funding. This includes review of the following criteria: • Meteorology, climate • Air and noise • Physiography and topography • Soil quality and hydrogeology • Groundwater quality • Surface and ground water • Terrestrial and aquatic environment • Socio-economic conditions • Existing and planned land uses • Heritage and culture • First Nation Interests. City of Sarnia • Planning act approval for lease & redevelopment of the site • Construction permit • Building permit • Occupancy permit • Fire protection inspection A) EXECUTED AGREEMENTS: Her Majesty the Queen in right of the province of Ontario, as represented by the Minister of Economic Development and Trade CAD$15,000,000 Her Majesty the Queen in right of Canada, as represented by the Minister responsible for Federal Economic Development Agency for Southern Ontario CAD$12,000,000 B) AGREEMENTS TO BE EXECUTED SHORTLY AFER EXECUTION OF THIS JOINT VENTURE AGREEMENT: Canadian Foundation for Sustainable Development Technology CAD$7,500,000 Sustainable Chemistry Alliance CAD$500,000 [Attached] 1 [*** 11 pages omitted.*] [***] [***] [***] Licensed from UT-Battelle, LLC and UChicago Argonne, LLC to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. Managed by Robic 3 [***] [***] [***] [***] Licensed from UT-Battelle, LLC and UChicago Argonne, LLC to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. Managed by Robic 4 [***] [***] [***] [***] Licensed from Michigan State University to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. Managed by Robic BUSINESS CONFIDENTIAL INFORMATION AS OF 21OCT2011 Page 1 12 [***] [***] [***] [***] Owned by BIOAMBER S.A.S. Managed by DLA Piper LLC. 13 [***] [***] [***] [***] Licensed from Michigan State University to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. Managed by Robic 14 [***] [***] [***] [***] Licensed from Michigan State University to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. 15 [***] [***] [***] [***] Licensed from Michigan State University to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. Managed by Robic 16 [***] [***] [***] [***] Licensed from Michigan State University to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. Managed by Robic 17 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 20 [***] [***] [***] [***] Licensed from Michigan State University to BioAmber Inc. Exclusively sub-licensed worldwide to BioAmber S.A.S. Managed by Robic BUSINESS CONFIDENTIAL INFORMATION AS OF 21OCT2011 Page 3 30 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 33 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 35 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 45 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 50 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. Filed under the Green Technology Pilot Program 51 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 52 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 70 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. Filed under the Green Technology Pilot Program 71 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. Filed under the Green Technology Pilot Program BUSINESS CONFIDENTIAL INFORMATION AS OF 21OCT2011 Page 5 151 [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 153 [***] [***] [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 160 [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. 161 [***] [***] [***] Owned by BioAmber S.A.S. Managed by DLA Piper LLC. [Attached]
Appears in 1 contract
Subsequent Shareholders. Any Person not a signatory to this Agreement who hereafter becomes a Shareholder as provided hereby shall be bound by all of the terms and provisions, and shall be entitled to all the benefits and privileges, of this Agreement. Before any Person not a signatory to this Agreement, including any Person to whom transfers of Shares may be made hereunder, may be entitled to be a Shareholder, such Person shall be required to execute and deliver to the Company an agreement, in form and substance reasonably acceptable to the Company and the Shareholders (a “Joinder Agreement”) pursuant to which such Person agrees to be bound by all of the terms and conditions of this Agreement, and the failure of any such Person to do so shall preclude such Person from becoming a Shareholder. [Remainder of Page Intentionally Left Blank; Signature Page Follows] tk-420278 IN WITNESS WHEREOF, the parties have signed this Joint Venture Agreement as of the date first written above. By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Title: President & Chief Executive Officer By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇.▇. ▇▇▇ Title: Manager By: /s/ ▇▇▇▇-▇▇▇▇▇▇ [illegible***] Name: ▇▇▇▇-▇▇▇▇▇▇ [illegible***] Title: B Manager [***] By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [***] Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [***] Title: Managing Officer Chief Operating Officer Basic Chemicals Business Unit [***] By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [***] Title: General Manager Special Chemicals Div. [***] By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ Huc Title: President The undersigned hereby acknowledges having taken cognizance of this Agreement and accepts the duties incumbent upon it pursuant to Section 1.2.6 of said Agreement. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Desbiens ▇▇▇▇▇▇▇, ▇.▇. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [***] Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [***] Title: Partner [***] [Attached] [*** 2 pages omitted.] BIOAMBER $7,000,000 700,000 Class A [***] [***] 70% MITSUI $3,000,000 300,000 Class A [***] [***] 30% * Maximum aggregate amounts. The Board may call for lesser amounts in accordance with Sections 5.1.1 and 5.1.2, as applicable. ** Maximum number of shares issuable in respect of maximum aggregate subsequent disbursements of initial capital contribution. Actual number of shares may be proportionally adjusted (i) if Board calls for lesser amounts of subsequent disbursements of initial capital contribution in accordance with Sections 5.1.1 and 5.1.2, as applicable, and (ii) to account for stock splits, stock recombinations and similar transactions in respect of the Company’s capital stock. [***] [***]
A) EXECUTED AGREEMENTS: Her Majesty the Queen in right of the province of Ontario, as represented by the Minister of Economic Development and Trade CAD$15,000,000 Her Majesty the Queen in right of Canada, as represented by the Minister responsible for Federal Economic Development Agency for Southern Ontario CAD$12,000,000 B) AGREEMENTS TO BE EXECUTED SHORTLY AFER EXECUTION OF THIS JOINT VENTURE AGREEMENT: Canadian Foundation for Sustainable Development Technology CAD$7,500,000 Sustainable Chemistry Alliance CAD$500,000 [Attached] [*** 11 pages omitted.] [***] [Attached]
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