MICROMIDAS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of November 8, 2019 (the “Effective Date”), by and among MICROMIDAS, INC., a Delaware corporation (the “Company”), PM Operating, Ltd., a Texas limited partnership, as the Collateral Agent (as defined in Section 7.2), and the persons and entities named on the Schedule of Purchasers attached hereto (together with the other holders from time to time of the hereinafter described Notes, and together with their successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).
Strictly Private & ConfidentialOfftake Supply Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals • New York
OFFTAKE SUPPLY AGREEMENTOfftake Supply Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals • New York
This offtake supply agreement (“Agreement”) is made on December 13, 2020 (“Effective Date”), between Packaging Equity Holdings, LLC (“PEH” or “Buyer”) and Micromidas, Inc., dba Origin Materials (“Supplier”). Buyer and the Supplier are hereafter referred to collectively as the “Parties” and each individually as a “Party”.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STRICTLY PRIVATE & CONFIDENTIAL OFFTAKE...Offtake Supply Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals • New York
NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
ContractArtius Acquisition Inc. • May 3rd, 2021 • Industrial organic chemicals • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
STRICTLY PRIVATE & CONFIDENTIAL AMENDED AND RESTATED OFFTAKE SUPPLY AGREEMENT between Danone Asia Pte Ltd and Micromidas, Inc. (dba Origin Materials) Dated May 17, 2019Offtake Supply Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals • New York
NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree to amend and restate the Original Offtake Agreement as follows:
AMENDMENT NO. 1 TO OFFTAKE SUPPLY AGREEMENTOfftake Supply Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals
This Amendment No. 1 (this “Amendment”) is made effective October 24th 2019 (the “Effective Date”) to Offtake Supply Agreement between Pepsi-Cola Advertising and Marketing, Inc. (“Pepsi”) and Micromidas, Inc. (dba Origin Materials) (“Supplier”) dated August 3, 2018 (the “Agreement”).
OMNIBUS CONSENT TO SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTESSubordination Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals • New York
This Omnibus Consent (this “Consent”) to amend the Senior Secured Convertible Promissory Notes (the “Notes” and each, a “Note”) issued under the Note Purchase Agreement by and among Micromidas, Inc. (the “Company”) and the Purchasers listed on the Schedule of Purchasers thereto (the “Purchasers” and each a “Purchaser”), dated November 8, 2019 (as amended February 3, 2020 and as may be further amended), the “Purchase Agreement”), is effective as of January 21st , 2021 (the “Effective Date”) and entered into by and between PM Operating, Ltd., OM Funding I, LLC, Richard J. Riley Separate Property Trust, Alex Millar, and Kristin Millar (the “Required Noteholders”) and the Company. Capitalized terms used and not otherwise defined in this Consent have the respective meanings ascribed to them in the Purchase Agreement or the Notes, as the case may be.
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 3rd, 2021 • Artius Acquisition Inc. • Industrial organic chemicals
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of February 3rd , 2020 (the “Effective Date”), by and between Micromidas, Inc., a Delaware corporation (the “Company”), and the undersigned Required Noteholders, as such term is defined in the Note Purchase Agreement dated November 8, 2019, by and between the Company and the other parties thereto, as amended (the “NPA”). Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the NPA.
