SUPPORT AgreementSupport Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
This SUPPORT AGREEMENT (this “Agreement”) is made as of October 3, 2020, between Live Oak Acquisition Corp., a Delaware corporation (“Live Oak”) and Wayne Bodie, an individual (“Shareholder”). Live Oak and Shareholder are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made as of October 3, 2020, by and between Live Oak Acquisition Corp., a Delaware corporation (“Live Oak”), and Michael Smith, an individual (the “Restricted Party”). Live Oak and the Restricted Party are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).
AMENDED AND RESTATEDEmployment Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • Georgia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 31, 2020, is made and entered into by and between Meredian Holdings Group, Inc. (dba Danimer Scientific), a Georgia corporation (the “Company”), and John A. Dowdy, III (“Employee”). The Company and Employee are referred to herein collectively as the “Parties” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • Delaware
This Employment Agreement (this “Agreement”), dated as of October 3, 2020, is made by and between Live Oak Acquisition Corp., a Delaware corporation (together with any successor thereto, “Live Oak” or the “Company”), and Stephen E. Croskrey (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
LOAN AND SECURITY AGREEMENT Dated March 13, 2019 DANIMER SCIENTIFIC HOLDINGS, LLC, as Borrower -- $5,499,980.00 Loan (Georgia Rural Jobs Act) MEREDIAN BIOPLASTICS, INC., as Borrower -- $4,500,000.00 Loan (Federal New Market Tax Credits) as Borrowers,...Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
This Loan and Security Agreement, dated as of March 13, 2019, is among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), and Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”; together with Danimer Holdings, each a “Borrower” and collectively, the “Borrowers”), Meredian, Inc., a Georgia corporation (“Meredian”), Danimer Scientific, L.L.C., a Georgia limited liability company “Danimer Scientific”), Danimer Bioplastics, Inc., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, Inc., a Delaware corporation (“Danimer Kentucky”; together with Meredian, Danimer Scientific, Danimer Bioplastics and any other Person that at any time after the date hereof becomes a Guarantor, each a “Guarantor” and collectively, the “Guarantors”), the several entities from time to time party hereto as Lenders, and Southeast Community Development Fund X, L.L.C., a Delaware limited liability company, as administrative agent
SIXTH MODIFICATION AND WAIVER UNDER Loan and Security AgreementSixth Modification and Waiver Under Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This Sixth Modification and Waiver under Loan and Security Agreement (this “Agreement”), dated as of July 13, 2020 (the “Effective Date”), is among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian, Inc., a Georgia corporation (“Meredian”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”), Danimer Scientific, L.L.C., a Georgia limited liability company (“Danimer Scientific”), Danimer Bioplastics, INC., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, INC., a Delaware corporation (“Danimer Kentucky”; together with Danimer Holdings, Meredian, Inc., Meredian Bioplastics, Danimer Scientific, Danimer Bioplastics and with any other Person that at any time after the date hereof becomes a Borrower, each a “Borrower” and collectively, “Borrowers”), the Subsidiaries of Meredian Holdings Group, Inc., a Georgia corporation (“Parent”) and Borrowers from time to time party hereto as Guarantors; t
LOAN AGREEMENTLoan Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This LOAN AGREEMENT is made and entered into by and among CARVER DEVELOPMENT CDE VI, LLC, a Georgia limited liability company (the “Carver Lender”), ST CDE LXII, LLC, a Georgia limited liability company (the “ST Lender”, and together with Carver Lender, each a “Lender”, and collectively, the “Lenders”), and DANIMER SCIENTIFIC MANUFACTURING, INC., a Delaware corporation (“Borrower”), as of April 25, 2019 (the “Effective Date”).
CONSENT AND MODIFICATION UNDER Loan and Security AgreementConsent and Modification Under Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This Consent and Modification under Loan and Security Agreement (this “Agreement”), dated as of January 23, 2020 (the “Effective Date”), is among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian, Inc., a Georgia corporation (“Meredian”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”), Danimer Scientific, L.L.C., a Georgia limited liability company (“Danimer Scientific”), Danimer Bioplastics, INC., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, INC., a Delaware corporation (“Danimer Kentucky”; together with Danimer Holdings, Meredian, Inc., Meredian Bioplastics, Danimer Scientific, Danimer Bioplastics and with any other Person that at any time after the date hereof becomes a Borrower, each a “Borrower” and collectively, “Borrowers”), the Subsidiaries of Meredian Holdings Group, Inc., a Georgia corporation (“Parent”) and Borrowers from time to time party hereto as Guarantors; the
AMENDMENT NO. ONE TO Loan and Security AgreementLoan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This Amendment No. One to Loan and Security Agreement (this “Agreement”), dated as of October 2, 2020 (the “Effective Date”), is entered into among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”; and together with Danimer Holdings, each a “Borrower” and collectively the “Borrowers”), Meredian, Inc., a Georgia corporation (“Meredian”), Danimer Scientific, L.L.C., a Georgia limited liability company “Danimer Scientific”), Danimer Bioplastics, Inc., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, Inc., a Delaware corporation (“Danimer Kentucky”; together with Meredian, Danimer Scientific, Danimer Bioplastics and with any other Person that at any time after the date hereof becomes a Guarantor, each a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, the “Loan Parties”), the several entities from time to time party
Consulting AgreementConsulting Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • Delaware
This Consulting Agreement (this “Agreement”), dated as of October 3, 2020, is entered into by and between Live Oak Acquisition Corp., a Delaware corporation (“Live Oak” or the “Company”), and Stuart Pratt (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
CONSENT AND MODIFICATION UNDER Loan and Security AgreementConsent and Modification Under Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This Consent and Modification under Loan and Security Agreement (this “Agreement”), dated as of March 27, 2020 (the “Effective Date”), is among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian, Inc., a Georgia corporation (“Meredian”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”), Danimer Scientific, L.L.C., a Georgia limited liability company (“Danimer Scientific”), Danimer Bioplastics, INC., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, INC., a Delaware corporation (“Danimer Kentucky”; together with Danimer Holdings, Meredian, Inc., Meredian Bioplastics, Danimer Scientific, Danimer Bioplastics and with any other Person that at any time after the date hereof becomes a Borrower, each a “Borrower” and collectively, “Borrowers”), the Subsidiaries of Meredian Holdings Group, Inc., a Georgia corporation (“Parent”) and Borrowers from time to time party hereto as Guarantors; the s
QLICI LOAN AND SECURITY AGREEMENT by and between DANIMER SCIENTIFIC KENTUCKY, INC., a Delaware corporation, as Borrower, and AMCREF FUND 51, LLC a Louisiana limited liability company, as LenderQlici Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • Kentucky
CONSENT AND MODIFICATION UNDER Loan and Security AgreementConsent and Modification Under Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This Consent and Modification under Loan and Security Agreement (this “Agreement”), dated as of November 5, 2019 (the “Effective Date”), is among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian, Inc., a Georgia corporation (“Meredian”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”), Danimer Scientific, L.L.C., a Georgia limited liability company (“Danimer Scientific”), Danimer Bioplastics, INC., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, INC., a Delaware corporation (“Danimer Kentucky”; together with Danimer Holdings, Meredian, Inc., Meredian Bioplastics, Danimer Scientific, Danimer Bioplastics and with any other Person that at any time after the date hereof becomes a Borrower, each a “Borrower” and collectively, “Borrowers”), the Subsidiaries of Meredian Holdings Group, Inc., a Georgia corporation (“Parent”) and Borrowers from time to time party hereto as Guarantors; the
aCONSENT AND MODIFICATION UNDER Loan and Security AgreementAconsent and Modification Under Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This Consent and Modification under Loan and Security Agreement (this “Agreement”), dated as of December 18, 2019 (the “Effective Date”), is among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian, Inc., a Georgia corporation (“Meredian”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”), Danimer Scientific, L.L.C., a Georgia limited liability company (“Danimer Scientific”), Danimer Bioplastics, INC., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, INC., a Delaware corporation (“Danimer Kentucky”; together with Danimer Holdings, Meredian, Inc., Meredian Bioplastics, Danimer Scientific, Danimer Bioplastics and with any other Person that at any time after the date hereof becomes a Borrower, each a “Borrower” and collectively, “Borrowers”), the Subsidiaries of Meredian Holdings Group, Inc., a Georgia corporation (“Parent”) and Borrowers from time to time party hereto as Guarantors; th
AMENDED AND RESTATED MASTER LEASE AGREEMENTMaster Lease Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • Georgia
THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”) is made as of May 29, 2020 (the “Effective Date”), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“Lessor”), whose address is 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, and MEREDIAN HOLDINGS GROUP, INC., a Georgia corporation (“Lessee”), whose address is 140 Industrial Boulevard, Bainbridge, Georgia 39817. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.
FIFTH CONSENT AND MODIFICATION UNDER Loan and Security AgreementConsent and Modification Under Loan and Security Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks
This Fifth Consent and Modification under Loan and Security Agreement (this “Agreement”), dated as of May 14, 2020 (the “Effective Date”), is among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian, Inc., a Georgia corporation (“Meredian”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”), Danimer Scientific, L.L.C., a Georgia limited liability company (“Danimer Scientific”), Danimer Bioplastics, INC., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, INC., a Delaware corporation (“Danimer Kentucky”; together with Danimer Holdings, Meredian, Inc., Meredian Bioplastics, Danimer Scientific, Danimer Bioplastics and with any other Person that at any time after the date hereof becomes a Borrower, each a “Borrower” and collectively, “Borrowers”), the Subsidiaries of Meredian Holdings Group, Inc., a Georgia corporation (“Parent”) and Borrowers from time to time party hereto as Guarantors; t
WARRANT SALE AND SUPPORT AgreementWarrant Sale and Support Agreement • October 28th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
This WARRANT SALE AND SUPPORT AGREEMENT (this “Agreement”) is made as of October 2, 2020, between Live Oak Sponsor Partners, LLC, a Delaware limited liability company (“Sponsor”), Valfund Plastics, LLC, a Florida limited liability company (“Valfund Plastics”) and Michael Ashton Hudson (“Hudson”), James H. Dahl (“Dahl”) and Andrew F. Cates (“Cates”, and together with Hudson and Dahl, the “Company Shareholders”). Sponsor, Valfund Plastics and the Company Shareholders are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).
