APRINNOVA, LLC MEMORANDUM ON THE EXTENSION BY FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
Exhibit 10.03
APRINNOVA, LLC
MEMORANDUM ON THE EXTENSION BY FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
This Memorandum on the Extension by First Amendment to Share Purchase Agreement (this “Amendment”), dated as of February 13, 2023, is made by and among Nikko Chemicals Co., Ltd., a Japanese corporation, (“Nikko Chemicals”), Nippon Surfactant Industries Co., Ltd., a Japanese corporation (“Nissa”) and Amyris, Inc., a Delaware corporation (“Amyris”). Nikko Chemicals, Xxxxx, and Xxxxxx are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Share Purchase Agreement, dated as of December 15, 2022, (the “Agreement”) by and among the Parties and Aprinnova, LLC, a Delaware limited liability company.
WHEREAS, Section 8.11 of the Agreement provides that the Agreement can be amended, terminated or waived only with the written consent of Xxxxxx, Nikko Chemicals and Xxxxx; and
WHEREAS, the Parties wish to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
1.Amendment to Section 2.1. Section 2.1 of the Agreement is hereby amended to add a new subsection (d), to read as follows:
(d) Amyris shall pay or cause to be paid by wire transfer of immediately available funds, in accordance with the instructions provided by Xxxxx to Amyris (which wire instructions must be in writing and provided to Xxxxxx no later than the second (2nd) business day prior to the Closing Date), simple interest on the amounts identified in Section 2.1(b) and Section 2.1(c), at a rate equal to 12.5% per annum, with such interest calculated for the period commencing on February 14, 2023 and terminating on the Closing Date.
2.Amendment to Section 3.1. The reference to “the sixtieth (60th) calendar day” in Section 3.1 of the Agreement shall be deleted and replaced with a reference to “March 17, 2023”.
3.Amendment to Section 3.5. Section 3.5 of the Agreement is hereby amended to add a new subsection (c), to read as follows:
(c) Each of Nikko Chemicals and Xxxxx shall have delivered to Amyris a properly completed U.S. Internal Revenue Service Form W-8BEN-E executed by each of Nikko Chemicals and Nissa, in form and substance reasonably acceptable to Amyris.
4.Tax Planning. The Parties will discuss tax planning in February 2023 and prior to Closing.
5.Full Force and Effect; Amendment. Except as expressly amended hereby, each term and provision of the Agreement will and does remain in full force and effect. This Amendment may not be amended except by an instrument in writing signed by Xxxxxx, Nikko Chemicals and Xxxxx.
6.Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be deemed an original, but all which together shall constitute one and the same instrument.
7.Governing Law. Section 8.4 of the Agreement is deemed incorporated into this Amendment, mutatis mutandis.
IN WITNESS WHEREOF, the Parties have hereunto caused this Amendment to be duly executed as of the date first written above.
NIKKO CHEMICALS CO., LTD.
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: President & Chief Executive Officer
Address:
NIPPON SURFACTANT INDUSTRIES CO., LTD.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: President & Chief Executive Officer
Address:
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Name: Xxxx Xxxx
Title: President and Chief Executive Officer
Address:
APRINNOVA, INC.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Name: Xxxx Xxxx
Title: President and Chief Executive Officer
Address:
[Signature Page to First Amendment to Share Purchase Agreement]
