INDEMNITY AGREEMENTIndemnity Agreement • May 1st, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May [●], 2020, by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ______________________ (“Indemnitee”).
Sustainable Opportunities Acquisition Corp. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise def
Sustainable Opportunities Acquisition Corp. Dallas, Texas 75225Sustainable Opportunities Acquisition Corp. • March 17th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Sustainable Opportunities Holdings LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 8, 2020, is by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2020, is made and entered into by and among Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 8, 2020 by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May 5, 2020, is entered into by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Sustainable Opportunities Acquisition Corp. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTAgreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise def
Sustainable Opportunities Acquisition Corp. Dallas, Texas 75201 Citigroup Global Markets Inc. New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Sustainable Opportunities Acquisition Corp. 1601 Bryan Street, Suite 4141 Dallas, Texas 75201 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013Letter Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
Royalty AgreementAgreement • February 22nd, 2023 • TMC the Metals Co Inc. • Metal mining • British Columbia
In Consideration Of, the covenants and mutual agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the Parties), the Parties hereby agree as follows:
TMC the metals company Inc. Common Shares (without par value) AT-THE-MARKET EQUITY DISTRIBUTION AGREEMENTMarket Equity Distribution Agreement • December 23rd, 2022 • TMC the Metals Co Inc. • Metal mining • New York
TMC the metals company Inc., a company existing under the laws of the Province of British Columbia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) or Wedbush Securities Inc. (“Wedbush,” and together with Stifel Nicolaus, the “Agents”), in each case, as sales agent and/or principal, shares (the “Shares”) of the Company’s common shares, without par value (the “Common Shares”), having an aggregate offering price of up to US$30,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Distribution Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to an Agent as principal, it will enter into a separate agreement with such Agent (each, a “Terms Agreement”) in substantially the form of Annex 1 hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain initially ca
EMPLOYMENT AGREEMENT This Agreement is made and effective as of 1 September 2018 (the “Effective Date”)Employment Agreement • May 27th, 2021 • Sustainable Opportunities Acquisition Corp. • Metal mining • British Columbia
DEEPGREEN METALS INC., a company incorporated pursuant to the laws of British Columbia, Canada with a registered office at 10th Floor, 595 Howe Street, Vancouver BC, Canada V6C 2T5 (the “Company”),
SERVICES AGREEMENT BETWEEN: TMC The Metals Company Inc. (“Company”) and Steve Jurvetson (“Contractor”)Services Agreement • April 11th, 2024 • TMC the Metals Co Inc. • Metal mining • Delaware
AND WHEREAS the Contractor wishes to supply these services to the Company on and subject to the terms and conditions provided for in this Services Agreement (the “Agreement”);
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 4th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made by and among Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the “Sponsor”), all other holders of SOAC Class B Shares, as set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Shareholders”), Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (“SOAC”), and DeepGreen Metals Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”). The Sponsor, the Other Class B Holders, SOAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN OMITTED. UNSECURED CREDIT FACILITYAgreement • March 27th, 2023 • TMC the Metals Co Inc. • Metal mining
WHEREAS the Lender has determined to make available to the Borrower an unsecured credit facility in the aggregate principal amount of up to USD $25,000,000 (the “Principal Amount”) to draw upon at the Borrower’s sole discretion from time to time and subject to the terms and conditions set forth herein, including payment of interest on the Principal Amount outstanding from time to time at the rate and times and in the manner set forth herein.
FORM OF WARRANT CLASS A COMMON SHARE PURCHASE WARRANT TMC the metals company Inc.TMC the Metals Co Inc. • August 14th, 2023 • Metal mining
THIS CLASS A COMMON SHARE 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 issue date set forth above (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on December 31, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TMC the metals company Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2023 • TMC the Metals Co Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2023, between TMC the metals company Inc., a company existing under the laws of the Province of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.Sustainable Opportunities Acquisition Corp. • May 8th, 2020 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Sustainable Opportunities Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Sustainable Opportunities Holdings LLC (the “Sponsor”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1601 Bryan Street, Suite 4141, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date a
THIRD AMENDMENT TO PILOT MINING TEST AGREEMENT AND FIRST AMENDMENT TO STRATEGIC ALLIANCE AGREEMENTMining Test Agreement • April 8th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • British Columbia
This Third Amendment to Pilot Mining Test Agreement and (“Third Amendment”) is effective as of March 4, 2021, and is entered into by and among DeepGreen Engineering Pte Ltd (“DeepGreen”), DeepGreen Metals Inc. (“DGM”) and Allseas Group S.A. (“Allseas”) (each is referred to as a “Party” and together as the “Parties”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2022 • TMC the Metals Co Inc. • Metal mining • Queensland
NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:
ContractTMC the Metals Co Inc. • March 17th, 2022 • Metal mining • British Columbia
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
EXCLUSIVe vessel use AGREEMENTExclusive Vessel Use Agreement • August 1st, 2023 • TMC the Metals Co Inc. • Metal mining • England and Wales
WHEREAS, Allseas and TMC have been working together since 2019 to develop and scale the collection of polymetallic nodules in the Clarion Clipperton Zone of the Pacific ocean (the “CCZ”);
FOURTH AMENDMENT TO PILOT MINING TEST AGREEMENT AND SECOND AMENDMENT TO STRATEGIC ALLIANCE AGREEMENTMining Test Agreement • July 14th, 2021 • Sustainable Opportunities Acquisition Corp. • Metal mining
This Fourth Amendment to Pilot Mining Test Agreement and Second Amendment to Strategic Alliance Agreement and (“Fourth Amendment”) is effective as of June 30, 2021, and is entered into by and among DeepGreen Engineering Pte Ltd (“DeepGreen”), DeepGreen Metals Inc. (“DGM”) and Allseas Group S.A. (“Allseas”) (each is referred to as a “Party” and together as the “Parties”).
ContractTMC the Metals Co Inc. • March 17th, 2022 • Metal mining • British Columbia
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • April 8th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • British Columbia
This Strategic Alliance Agreement is entered into between DeepGreen and Allseas, each referred to as the “Party”, in relation to the arrangements set forth herein.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.Agreement • October 7th, 2021 • TMC the Metals Co Inc. • Metal mining
The Kingdom of Tonga (the “State”)/ The Tonga Seabed Minerals Authority, established under the Seabed Minerals Act 2014 (“the Act”) AND Tonga Offshore Mining Limited (“TOML”)
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • March 4th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • British Columbia
WHEREAS, on the date hereof, SOAC, 1291924 B.C. Unlimited Liability Company (“NewCo Sub”), DeepGreen Metals Inc. (the “Company”), entered into a business combination agreement (the ”Business Combination Agreement”), a copy of which has been provided to the Shareholder, pursuant to which, among other things, (i) SOAC will acquire all of the issued and outstanding Company Shares (as defined herein) from the shareholders of the Company (the “Company Shareholders”) in exchange for SOAC Common Shares and Company Earnout Shares by means of a statutory plan of arrangement (the ”Arrangement”) under Part 9, Division 5 of the Business Corporations Act (British Columbia), (ii) the Company will become a wholly-owned Subsidiary of SOAC, and (iii) the Company and NewCo Sub will amalgamate to continue as one company, the whole upon and subject to the terms and conditions set forth in the Business Combination Agreement and the Arrangement;
PILOT MINING TEST AGREEMENT FOR THE DEVELOPMENT OF A NODULE COLLECTION AND SHIPPING SYSTEM Dated 8 July, 2019Pilot Mining Test Agreement • April 8th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • England and Wales
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
SECOND AMENDMENT TO THE UNSECURED CREDIT FACILITYTMC the Metals Co Inc. • March 25th, 2024 • Metal mining
ARGENTUM CEDIT VIRTUTI GCV, a corporation organized under the laws of Belgium and the parent of Allseas Investments S.A. (“Argentum”)
FIFTH AMENDMENT TO PILOT MINING TEST AGREEMENT AND THIRD AMENDMENT TO STRATEGIC ALLIANCE AGREEMENTMining Test Agreement • February 17th, 2023 • TMC the Metals Co Inc. • Metal mining
This Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement and (“Fifth Amendment”) is effective as of February 8, 2023, and is entered into by and among DeepGreen Engineering Pte Ltd (“DeepGreen”), DeepGreen Metals Inc. (“DGM”), TMC the metals company Inc., where TMC becomes a party for the sole purpose outlined below (“TMC”) and Allseas Group S.A. (“Allseas”) (each is referred to as a “Party” and together as the “Parties”).
FIFTH AMENDMENT TO PILOT MINING TEST AGREEMENT AND THIRD AMENDMENT TO STRATEGIC ALLIANCE AGREEMENTMining Test Agreement • February 17th, 2023 • TMC the Metals Co Inc. • Metal mining
This Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement and (“Fifth Amendment”) is effective as of February 8, 2023, and is entered into by and among DeepGreen Engineering Pte Ltd (“DeepGreen”), DeepGreen Metals Inc. (“DGM”), TMC the metals company Inc., where TMC becomes a party for the sole purpose outlined below (“TMC”) and Allseas Group S.A. (“Allseas”) (each is referred to as a “Party” and together as the “Parties”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG SUSTAINABLE OPPORTUNITIES ACQUISITION CORP., 1291924 B.C. Unlimited Liability Company, AND DeepGreen Metals Inc. DATED AS OF MARCH 4, 2021Business Combination Agreement • March 4th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made by and among Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”), and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “Company”). SOAC, NewCo Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
CLAUSE 1 Term 2 CLAUSE 2 Sponsorship 2 CLAUSE 3 Seabed Mineral Recovery Payment 3 CLAUSE 4 audit 4 CLAUSE 5 Undertaking to Comply with ISA Contract Terms 5 CLAUSE 6 Subcontractors 5 CLAUSE 7 Training and Capacity Building 6 CLAUSE 8 Indemnification 6...Republic of Nauru • April 8th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks
The Republic of Nauru (the “Republic”) and The Nauru Seabed Minerals Authority, established under the International Seabed Minerals Act 2015 (the “Act”) and Nauru Ocean Resources Inc. (No. T/2028) a Nauruan company having its registered office at 1st Level, Civic Centre, Aiwo District, Republic of Nauru, South Pacific (“NORI”)
SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.Sustainable Opportunities Acquisition Corp. • May 1st, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Sustainable Opportunities Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Sustainable Opportunities Holdings LLC (the “Sponsor”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1601 Bryan Street, Suite 4141, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date a
