INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • May 11th, 2021 • Oatly Group AB • Food and kindred products
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2021 by and between Oatly Group AB, a company incorporated in accordance with Swedish law (the “Company”), and , a member of the Board of Directors/an executive officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
DEPOSIT AGREEMENT AMONG OATLY GROUP AB, JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • April 6th, 2022 • Oatly Group AB • Food and kindred products • New York
DEPOSIT AGREEMENT dated as of May 19, 2021 (the "Deposit Agreement") among OATLY GROUP AB and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all Holders (defined below) and Beneficial Owners (defined below) from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities (defined below) and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
Dated May 31, 2023 Indenture Agreement between Oatly Group AB as Company and as Trustee White & Case LLP New York, New York 10020-1095Indenture Agreement • June 1st, 2023 • Oatly Group AB • Food and kindred products • New York
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW. Dated as of...Investment Agreement • June 1st, 2023 • Oatly Group AB • Food and kindred products • New York
This INVESTMENT AGREEMENT (this “Agreement”), dated as of May 9, 2023 by and between Oatly Group AB (publ), a public limited liability company established under the laws of Sweden (together with any successor or assign pursuant to Section 6.08, the “Company”), and the Purchaser listed on Schedule 1 hereto (together with its successors and permitted assigns, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW. CREDIT...Credit Agreement • April 20th, 2023 • Oatly Group AB • Food and kindred products • New York
This CREDIT AGREEMENT is entered into as of April 18, 2023, among OATLY GROUP AB (PUBL), a limited liability company organized under the laws of Sweden with registered number 559081-1989 (“Parent”), Cereal Base CEBA AB, a limited liability company organized under the laws of Sweden with registered number 556482-2988 (“Holdings”), Oatly Inc., a Delaware corporation (the “U.S. Borrower”), Oatly AB, a limited liability company organized under the laws of Sweden with registered number 556446-1043 (the “Swedish Borrower” and, together the U.S. Borrower, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), J.P. MORGAN SE, as Administrative Agent, Wilmington Trust (London) Limited, as Security Agent and SILVER POINT FINANCE, LLC., as Syndication Agent and Lead Lender.
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW.Intercreditor Agreement • April 20th, 2023 • Oatly Group AB • Food and kindred products
ASSET PURCHASE AGREEMENT by and among Oatly Inc., Oatly US Operations & Supply Inc., YA YA FOODS USA LLC, and ASEPTIC BEVERAGE HOLDINGS LP December 30, 2022Asset Purchase Agreement • January 3rd, 2023 • Oatly Group AB • Food and kindred products • New York
Asset Purchase Agreement (this “Agreement”), dated as of December 30, 2022 (the “Effective Date”) by and among Oatly Inc., a Delaware corporation (“Oatly”), Oatly US Operations & Supply Inc., a Delaware corporation (“Oatly Subsidiary”, each of Oatly and Oatly Subsidiary are each, individually, a “Seller” and, together, “Sellers”), Ya YA Foods USA LLC, a Delaware limited liability company (“Buyer”), and Aseptic Beverage Holdings LP, a Delaware limited partnership (“Buyer Parent”) for the limited purposes set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2021 • Oatly Group AB • Food and kindred products • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May __, 2021 by and among Oatly Group AB, a public limited liability company established under the Laws of Sweden (the “Company”), Nativus Company Limited, a private company limited by shares established under the Laws of Hong Kong (the “Lead Investor”) and (i) BXG Redhawk S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, with its registered address at #-#, ### ###### #######, #-#### ##########, ##### ###### ## ########## and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B245196 and (ii) BXG SPV ESC (CYM) L.P., a Cayman Islands Limited Partnership, with its registered office at #/# ###### ######### ######## #######, ## ### ###, ###### #####, ##### ######, ###-####, ###### ####### and company reg. no. 107496 (acting collectively, the “Blackstone Investor”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2022 • Oatly Group AB • Food and kindred products • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 16, 2021 by and among Oatly Group AB, a public limited liability company established under the Laws of Sweden (the “Company”), Nativus Company Limited, a private company limited by shares established under the Laws of Hong Kong (the “Lead Investor”) and (i) BXG Redhawk S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, with its registered address at #-#, ### ###### #######, #-#### ##########, ##### ###### ## ########## and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B245196 and (ii) BXG SPV ESC (CYM) L.P., a Cayman Islands Limited Partnership, with its registered office at #/# ###### ######### ######## #######, ## ### ###, ###### #####, ##### ######, ###-####, ###### ####### and company reg. no. 107496 (acting collectively, the “Blackstone Investor”)
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW. Dated as of...Subscription Agreement • March 22nd, 2024 • Oatly Group AB • Food and kindred products • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 14, 2023 by and among Oatly Group AB (publ), a public limited liability company established under the laws of Sweden (together with any successor or assign pursuant to Section 7.09, the “Company”) and
AMENDMENT LETTERLetter • June 1st, 2023 • Oatly Group AB • Food and kindred products • London
From: Oatly AB (reg. no. 556446-1043), as Original Borrower and Obligors’ Agent under the Original Facility Agreement (the “Obligors’ Agent”); and
SIDE AGREEMENT OF HAVRE GLOBAL ABSide Agreement • April 19th, 2021 • Oatly Group AB • Food and kindred products
WHEREAS, Verlinvest and CRC indirectly own the Lead Investor through CRVV and the Lead Investor in turn directly owns Shares in the Company;
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2024 • Oatly Group AB • Food and kindred products • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of February 29, 2024 (this “Amendment”), by and among OATLY INC., a Delaware corporation (the “U.S. Borrower”), OATLY AB, a limited liability company organized under the laws of Sweden (the “Swedish Borrower” and, together the U.S. Borrower, the “Borrowers”) and the Lenders party hereto.
AMENDMENT LETTEROatly Group AB • April 6th, 2022 • Food and kindred products
To: Skandinaviska Enskilda Banken AB (publ), as Agent on behalf of the Majority Lenders under the Original Facility Agreement (as defined below) (the “Agent”)
AMENDMENT LETTEROatly Group AB • March 22nd, 2024 • Food and kindred products
From: Oatly AB (reg. no. 556446-1043), as Original Borrower and Obligors’ Agent under the Original Facility Agreement (the “Obligors’ Agent”); and
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 1st, 2023 • Oatly Group AB • Food and kindred products • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 23, 2023 (this “Amendment”), by and among OATLY INC., a Delaware corporation (the “U.S. Borrower”), OATLY AB, a limited liability company organized under the laws of Sweden (the “Swedish Borrower” and, together the U.S. Borrower, the “Borrowers”) and Lenders constituting the Required Lenders (each such Lender, a “Waiving Lender” and collectively, the “Waiving Lenders”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2024 • Oatly Group AB • Food and kindred products • New York
This CREDIT AGREEMENT is entered into as of April 18, 2023, among OATLY GROUP AB (PUBL), a limited liability company organized under the laws of Sweden with registered number 559081-1989 (“Parent”), Cereal Base CEBA AB, a limited liability company organized under the laws of Sweden with registered number 556482-2988 (“Holdings”), Oatly Inc., a Delaware corporation (the “U.S. Borrower”), Oatly AB, a limited liability company organized under the laws of Sweden with registered number 556446-1043 (the “Swedish Borrower” and, together the U.S. Borrower, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), J.P. MORGAN SE, as Administrative Agent, Wilmington Trust (London) Limited, as Security Agent and SILVER POINT FINANCE, LLC., as Syndication Agent and Lead Lender.
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW. Dated as of...Subscription Agreement • April 20th, 2023 • Oatly Group AB • Food and kindred products • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 14, 2023 by and among Oatly Group AB (publ), a public limited liability company established under the laws of Sweden (together with any successor or assign pursuant to Section 7.09, the “Company”) and
Indenture Agreement between Oatly Group AB as Company and as Trustee White & Case LLP New York, New York 10020-1095Indenture Agreement • March 22nd, 2024 • Oatly Group AB • Food and kindred products • New York
