SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2018 • BioAmber Inc. • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2018 between BioAmber Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Underwriting AgreementUnderwriting Agreement • February 8th, 2018 • BioAmber Inc. • Industrial organic chemicals • New York
BioAmber Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters signatory hereto and named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of (i) 32,300,000 Series A Units (the “Series A Units”), with each Series A Unit consisting of one share (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company, 32,300,000 Series A warrants to purchase one share of Common Stock (the “Series A Warrants”) and 32,300,000 Series B warrants to purchase one share of Common Stock (the “Series B Warrants”) and (ii) 7,700,000 Series B Units (the “Series B Units”), with each Series B Unit consisting of one prefunded warrant to purchase one share of Common Stock (the “Prefunded Warrants”) , 7,700,000 Series A Warrants to purchase one share of Common Stock and 7,700,000 Series B Warrants to purchase one share of Co
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • August 11th, 2017 • BioAmber Inc. • Industrial organic chemicals • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________(the “Initial Exercise Date”) and on or prior to 5:30 pm New York City time on _________________ unless the same is extended pursuant to Section 5(l) at the sole option of the Company (defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioAmber Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Underwriting AgreementUnderwriting Agreement • August 11th, 2017 • BioAmber Inc. • Industrial organic chemicals • New York
BioAmber Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters signatory hereto and named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 14,666,667 combinations each consisting of one share (the “Firm Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company and one warrant to purchase one share of Common Stock as set forth in the Prospectus (as defined herein) (the “Firm Warrants”). The Firm Shares and the Option Shares (as defined herein) that that the Underwriters elect to purchase pursuant to Section 2 hereof are also sometimes collectively referred to as the “Shares” and the Firm Warrants and the Option Warrants (as defined herein) are also sometimes collectively referred to herein as the “Warrants”. The Shares and the Warrants are sometimes referred to as the “Securities”. To the extent there a
COMMON STOCK PURCHASE WARRANTBioAmber Inc. • August 11th, 2017 • Industrial organic chemicals • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________(the “Initial Exercise Date”) and on or prior to 5:30 pm New York City time on _________________1 unless the same is extended pursuant to Section 5(l) at the sole option of the Company (defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioAmber Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2015 • BioAmber Inc. • Industrial organic chemicals
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 17, 2014, (the “Effective Date”) between BioAmber Inc., a Delaware corporation (“Borrower”), each Lender (as defined in Section 14) and Obsidian Agency Services, Inc., a California corporation, in its capacity as administrative and collateral Agent (the “Agent”) for Lenders, and provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
BIOAMBER INC. Form of Indemnification AgreementForm of Indemnification Agreement • April 11th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between BioAmber Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
BIOAMBER INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into on November 4, 2011 (the “Execution Date”) by and among BioAmber Inc., a Delaware corporation (the “Company”), and each of the other parties listed on Schedule I attached hereto (the parties listed on Schedule I are referred to herein as the “Purchasers” and each, a “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2011 • BioAmber Inc. • Industrial organic chemicals • Delaware
THIS WARRANT AND THE SECURITIES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTBioAmber Inc. • December 22nd, 2011 • Industrial organic chemicals • Delaware
BIOAMBER INC., a Delaware corporation (the “Company”), for value received, hereby certifies that Mike Hartmann, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on April 15, 2021, 225 shares of Common Stock (subject to adjustment as set forth herein), of the Company (the “Securities”), at a purchase price of US$369.14 per Security (subject to adjustment as set forth herein). The Securities purchasable upon exercise of this Warrant, and the purchase price per Security, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Securities” and the “Purchase Price,” respectively.
SENIOR INDENTURE BIOAMBER INC. ISSUER and TRUSTEE Dated as ofBioAmber Inc. • June 2nd, 2014 • Industrial organic chemicals • New York
SUPPLY AGREEMENTSupply Agreement • April 10th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
Whereas, pursuant to a Memorandum of Understanding dated as of March 7, 2011 entered into between BioAmber Inc., Mitsui & Co., Ltd. (“Mitsui”) and MCC, BioAmber Inc. has agreed to make its best efforts to conclude this Agreement with MCC, by July 1st, 2011;
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • April 10th, 2013 • BioAmber Inc. • Industrial organic chemicals
The parties agree to collaborate under the terms and conditions set forth hereabove and in the hereunder General Terms and Conditions.
RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG SINOVEN BIOPOLYMERS INC. (“Sinoven”) AND NATUREWORKS LLC (“NatureWorks”) AND AMBERWORKS LLC (the “Company”) AND BIOAMBER INC. (“BioAmber”) (solely for the purpose of Section 15.4 hereof)Limited Liability Company Agreement • April 10th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement” or this “LLC Agreement”) is entered into as of the 15th day of February, 2012, among Sinoven Biopolymers Inc., a Delaware corporation (“Sinoven”), NatureWorks LLC, a Delaware Limited Liability Company (“NatureWorks”) and AmberWorks LLC, a Delaware limited liability company (the “Company”) and BioAmber Inc. (“BioAmber”) (solely for the purpose of Section 15.4 hereof).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • April 10th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This Agreement (the “Agreement”), made and effective as of the Effective Date, by and between Celexion, LLC, a Delaware limited liability company having its principal place of business at One Memorial Drive, Suite 7, Cambridge, MA 02142 (hereinafter referred to as “Celexion” or “Licensor”) and DNP Green Technology, Inc., a Delaware corporation having its principal place of business at 1250 Rene-Levesque West, Suite 4110, Montreal, QC, Canada, H3B 4W8 (hereinafter referred to as “DNP Green” or “Licensee”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTBioAmber Inc. • December 22nd, 2011 • Industrial organic chemicals • Delaware
DNP GREEN TECHNOLOGY, INC., a Delaware corporation (the “Company”), for value received, hereby certifies that FCPR SOFINNOVA CAPITAL VI, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on June 22, 2019, 5,970 shares (subject to adjustment as set forth herein) of Common Stock, $0.01 par value per share, of the Company (“Common Stock”), at a purchase price of US$201.00 per share (subject to adjustment as set forth herein). The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
BIOAMBER INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 29th, 2016 • BioAmber Inc. • Industrial organic chemicals • New York
WHEREAS, the Company has agreed to issue and deliver warrants (the “Warrants”) to purchase up to 2,224,199 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), with each such Warrant evidencing the right of the holder thereof to receive the number of shares of Common Stock for which such holder subscribes on the exercise or deemed exercise of the Warrants, pursuant to that certain Canadian Securities Purchase Agreement, dated as of December 22, 2016, by and between the Company and each purchaser identified therein (as amended from time to time, the “Purchase Agreement”); and
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • April 10th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This Technology License Agreement (hereinafter “Agreement”) dated February 15th, 2012 (the “Effective Date”) is by and among Sinoven Biopolymers, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business in Malvern, Pennsylvania (hereinafter called “Sinoven”); NatureWorks LLC, a limited liability company organized and existing under the laws of the State of Delaware, having its principal place of business in Minnetonka, Minnesota (hereinafter called “NatureWorks”); AmberWorks LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal place of business in Plymouth, Minnesota (hereinafter called “LLC”), and BioAmber, Inc. a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called “BioAmber”).
LICENSE AGREEMENTLicense Agreement • April 1st, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This License Agreement (the “Agreement”), made and effective as of June 28, 2010 (the “Effective Date”), by and between E. I. du Pont de Nemours and Company, a Delaware corporation having its principal place of business at 1007 Market Street, Wilmington, Delaware 19898 (“DuPont”) and Bioamber S.A.S., a French corporation having its principal place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). In this Agreement DuPont and Bioamber shall also be referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2017 • BioAmber Inc. • Industrial organic chemicals
BETWEEN: BIOAMBER CANADA INC., a corporation duly incorporated in Canada, having a business place located at 1250 Rene-Levesque West, Suite 4310, Montreal, Quebec, H3B 4W8, represented for the purposes hereof by Mr. Fabrice Orecchioni, its President, duly authorized as he so declares; (hereinafter referred to as the "Corporation")
COMMON STOCK PURCHASE WARRANT BIOAMBER INC.Common Stock Purchase Warrant • May 7th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:30 P.M. New York City time on May , 2016 unless the same is extended pursuant to Section 5(j) at the sole option of the Company (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioAmber Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UT-Battelle Reference #: PLA 1562 UC-A Reference #: IPA 0749 SOLE COMMERCIAL FIELD OF USE PATENT LICENSE AGREEMENTLicense Agreement • April 1st, 2013 • BioAmber Inc. • Industrial organic chemicals • Tennessee
This Exclusive Commercial Patent License Agreement (Agreement) is between UT-Battelle, LLC (UT-Battelle), a Tennessee non-profit limited liability company, UChicago Argonne, LLC (UC-A), an Illinois non-profit limited liability company, and DNP Green Technology, INC, a Delaware Corporation with a principle place of business located at 1250 Rene-Levesque West, Suite 4110, Montreal QC, Canada, H3B 4W8 (“Licensee”), hereinafter referred to singly as the “Party” or jointly as the “Parties.” UT-Battelle and UC-A hereinafter referred to jointly as “Licensors.”
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • April 10th, 2013 • BioAmber Inc. • Industrial organic chemicals
This Commercial License Agreement (“Commercial License”), effective the 15th day of April, 2010 (“Effective Date”), is made by and between Cargill, Inc., through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata, MN 55391 (hereinafter “Cargill”), and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). Cargill and Bioamber are referred to herein as “Parties”, in singular or plural usage, as required by context.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Minnesota
WHEREAS the Corporation wishes to employ the Employee as its Vice-President, Manufacturing for the first 3 months and then after, upon mutual agreement of the parties, as Chief Operations Officer;
DEVELOPMENT AGREEMENTDevelopment Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Minnesota
This Development Agreement (“Development Agreement”) is entered into on April 15th, 2010 (“EffectiveDate”) by and between Cargill, Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 USA (“Cargill”) and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). Bioamber and Cargill shall be referred to individually as “Party” and collectively as “Parties”, as required by text.
PROSPERITY INITIATIVE REGIONAL DIVERSIFICATION CONTRIBUTION AGREEMENTContribution Agreement • April 1st, 2013 • BioAmber Inc. • Industrial organic chemicals • Ontario
WHEREAS the Federal Economic Development Agency for Southern Ontario (“Agency”) was created to support to help make Canadians more productive and competitive in the knowledge-based economy, by supporting economic development, economic diversification, job creation, and sustainable, self-reliant communities in Southern Ontario (as defined herein);
EXCLUSIVE DISTRIBUTORSHIP AGREEMENTExclusive Distributorship Agreement • April 1st, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
SUPPLY AGREEMENTSupply Agreement • April 1st, 2013 • BioAmber Inc. • Industrial organic chemicals • New Jersey
Whereas IFF identified natural succinic acid as a strategic product in connection with the “Field” and wishes to develop new products based on natural succinic acid;
COMMON STOCK PURCHASE WARRANT BIOAMBER INC.Common Stock Purchase Warrant • May 9th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:30 P.M. New York City time on May , 2017 unless the same is extended pursuant to Section 5(j) at the sole option of the Company (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioAmber Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2013 • BioAmber Inc. • Industrial organic chemicals • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 27, 2013 and is entered into by and between BIOAMBER INC., a Delaware corporation (“Parent”), each of its Subsidiaries that has delivered a Joinder Agreement (as defined herein) (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors” and together with Parent, collectively, “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
NON-ASSERTION AGREEMENTNon-Assertion Agreement • March 30th, 2018 • BioAmber Inc. • Industrial organic chemicals • New York
This Agreement made and entered into this 21st day of December, 2016 (hereinafter referred to as the “Effective Date”), by and between:
DEVELOPMENT AGREEMENTDevelopment Agreement • April 10th, 2013 • BioAmber Inc. • Industrial organic chemicals • Minnesota
This Development Agreement (“Development Agreement”) is entered into on April 15th, 2010 (“EffectiveDate”) by and between Cargill, Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 USA (“Cargill”) and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). Bioamber and Cargill shall be referred to individually as “Party” and collectively as “Parties”, as required by text.
JOINT VENTURE AGREEMENT by and among BIOAMBER INC., BIOAMBER INTERNATIONAL S.à.r.l., MITSUI & CO., LTD. and BLUEWATER BIOCHEMICALS INC. Dated November 2, 2011Joint Venture Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of November, 2011, by and among BioAmber Inc., a corporation organized under the laws of Delaware (“BioAmber”), BioAmber International S.à.r.l., a limited liability company organized under the laws of Luxembourg and a direct wholly owned subsidiary of BioAmber (“BioAmber Lux”, and together with BioAmber, the “BioAmber Parties”), Mitsui & Co., Ltd., a corporation organized under the laws of Japan (“Mitsui”), and Bluewater Biochemicals Inc., a corporation organized under the laws of Canada (the “Company”).
AGREEMENT OF PURCHASE AND SALE May 25, 2012 BETWEEN: LANXESS INC. -and- BIOAMBER SARNIA INC.Agreement of Purchase and Sale • April 1st, 2013 • BioAmber Inc. • Industrial organic chemicals • Ontario
LANXESS INC., a corporation incorporated under the laws of Canada, with offices at P.O. Box 3001, 1265 Vidal Street South, Sarnia, Ontario, Canada
JOINT DEVELOPMENT AND SCALE-UP AGREEMENT RELATED TO CATALYSTS AND THEIR USE IN BIOBASED CHEMISTRY - hereinafter “this AGREEMENT” -Agreement • April 1st, 2013 • BioAmber Inc. • Industrial organic chemicals
WHEREAS, EVONIK inter alia is a manufacturer of catalyst products and has developed proprietary know-how, technology and expertise related to their development, scale-up, manufacture, marketing and industrial application; and
