AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Quebec
BY AND BETWEEN: ENERKEM INC., corporation incorporated under the Canada Business Corporations Act, having a place of business at 1010 Sherbrooke Street West, Suite 1610, Montreal, Québec H3A 2R7;
Standard Contracts
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
ContractBiofuels Facility Operating Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Underwriting AgreementUnderwriting Agreement • March 19th, 2012 • Enerkem Inc. • Industrial organic chemicals • New York
Enerkem Inc., a corporation incorporated under the laws of Canada (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] common shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional common shares (the “Optional Shares”) in the share capital of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Firm Shares purchased by them under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”) by Credit Suisse Securities (USA) LLC, with resp
FORM OF DIRECTOR’S AND OFFICER’S INDEMNITYIndemnification & Liability • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
WHEREAS the Corporation has agreed to execute an agreement evidencing its indemnity of the Indemnitee to the full extent permitted by law and as permitted by the Canada Business Corporations Act, as amended from time to time.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
WHEREAS the Client assumed all rights and obligations of Enerkem Technologies Inc. under the Consulting Agreement, effective as of December 31, 2007;
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
ContractBiofuels Facility Operating Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Alberta
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
OFFER TO LEASE BETWEEN ENERKEM INC. AND ADMINISTRATION ONZE TRENTE SHERBROOKE INC.Lease Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Quebec
ENERKEM INC. (herein referred to as the “Tenant”) represented by Luc Bourdeau of Cushman & Wakefield Ltd. hereby offers to lease from ADMINISTRATION ONZE TRENTE SHERBROOKE INC. the owner of the property, being hereinafter referred to as the “Landlord”), the Leased Premises (hereinafter referred to as the “Leased Premises”), under the terms and conditions hereinafter set forth.
AMENDMENT TO DEVELOPMENT RIGHTS AGREEMENTDevelopment Rights Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
THIS AMENDMENT is made in duplicate as of the 30th day of April, 2009 between ENERKEM INC. (“Enerkem”) and GREENFIELD ETHANOL INC. (“GreenField”).
AMENDMENT #1 TO THE EMPLOYMENT AGREEMENT DATED FEBRUARY 5, 2010 (the “Amendment”)Employment Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
BETWEEN: ENERKEM INC., a corporation under the laws of Canada, having a place of business at 1010 Sherbrooke Street West, Suite 1610, Montréal, Québec, H3A 2R7;
ASSISTANCE AGREEMENTAssistance Agreement • March 19th, 2012 • Enerkem Inc. • Industrial organic chemicals
ContractBiofuels Facility Operating Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
LOAN AGREEMENTLoan Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Ontario
THIS LOAN AGREEMENT NO. 2061 (this “Agreement”) is entered into as of July 1, 2011, by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”), as lender, ENERKEM INC., a Canadian corporation (“Borrower”), as borrower, and ENERKEM CORPORATION, a Delaware corporation (“Enerkem US”) and the other guarantors from time to time party hereto (collectively, “Guarantors” and together with Borrower, “Obligors”), as guarantors, and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated July 1, 2011.Registration Rights Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
WHEREAS the Corporation and certain of its shareholders are parties to an amended and restated registration rights agreement dated January 27, 2010 and amended as of April 25, 2011 (the “Original Agreement”);
ContractGrant Agreement • March 19th, 2012 • Enerkem Inc. • Industrial organic chemicals • Quebec
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
SUPPLY RIGHTS AGREEMENTSupply Rights Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
THIS SUPPLY RIGHTS AGREEMENT (this “Agreement”) is made as of the 27th day of January 2010 by and between Enerkem Inc., a Canadian corporation (the “Company”), and Waste Management National Services, Inc., a Delaware corporation (“WM”). The Company and WM are occasionally referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated April 25, 2011.Registration Rights Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
WHEREAS the Corporation and certain of its shareholders are parties to an amended and restated registration rights agreement dated January 27, 2010 (the “Original Agreement”);
TRANSLATION] LEASE AGREEMENTLease Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Quebec
BETWEEN: LES INVESTISSEMENTS RENÉ ST-PIERRE LTÉE, a corporation duly constituted under the Quebec Business Corporations Act, having its head office at 3055 Queen-Victoria Boulevard J1J 4N8 [sic], Sherbrooke, Province of Quebec, J1H 3X4, herein acting and represented by René St-Pierre, its President, duly authorized for the purposes hereof as he so declares;
ContractDevelopment Rights Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Quebec
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT
LEASELease Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Alberta
IN CONSIDERATION OF the leasing of the Site by the City to the Tenant and the payment of the Rent by the Tenant to the City pursuant to this Lease, the City and the Tenant agree as follows:
AMENDMENT OF LEASE FOR ADDITIONAL PREMISES dated January 28, 2011Lease Amendment • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
BETWEEN: CANADIAN PROPERTY HOLDINGS (1010 SHERBROOKE) INC., duly represented by its mandatary CREIT MANAGEMENT LIMITED, as general partner of CREIT MANAGEMENT L.P., a company duly incorporated under the laws of Canada, a place of business at 1010 Sherbrooke Street West, Suite 1210, Montréal, Québec, H3A 2R7, herein acting and represented by René G. Arsenault, Vice-President, Québec Region, duly authorized for the purposes hereof, as he so declares;
AMENDMENT NO. 01 Dated September 27, 2011 TO that certain Loan and Security Agreement No. 2061 dated as of July 1, 2011, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) and ENERKEM INC., a Canadian corporation...Loan and Security Agreement • March 2nd, 2012 • Enerkem Inc. • Industrial organic chemicals
ContractPreferred Share Purchase Warrant • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Quebec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRAN3SFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
Ladies and Gentlemen: Re: Extension of Development Rights AgreementDevelopment Rights Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
We refer to the Development Rights Agreement dated as of September 19, 2008, as amended by an Amendment dated as of April 30, 2009 (as so amended, the “Agreement”).
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
AGREEMENT OF LEASE BETWEEN CANADIAN PROPERTY HOLDINGS (1010 SHERBROOKE) INC., duly represented by its mandatary CREIT MANAGEMENT LIMITED as general partner of CREIT MANAGEMENT L.P. AND ENERKEM INC.Lease Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
BETWEEN: CANADIAN PROPERTY HOLDINGS (1010 SHERBROOKE) INC., duly represented by its mandatary CREIT MANAGEMENT LIMITED, as general partner of CREIT MANAGEMENT L.P., a company duly incorporated under the laws of Canada, having a place of business at 1010 Sherbrooke Street West, Suite 1210, Montréal, Québec, H3A 2R7, represented by René G. Arsenault, Vice-President, Québec Region, duly authorized for the purpose hereof.
EMPLOYMENT AGREEMENT made in Montreal, on March 8, 2012 (the “Effective Date”).Employment Agreement • March 19th, 2012 • Enerkem Inc. • Industrial organic chemicals • Delaware
BY AND BETWEEN: ENERKEM CORPORATION, a corporation incorporated under the laws of Delaware, having a place of business at 1010 Sherbrooke Street West, Suite 1610, Montréal, Québec, H3A 2R7, Canada;
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
ContractAssistance Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
VARENNES CELLULOSIC ETHANOL LP LIMITED PARTNERSHIP AGREEMENT Dated as of September 19, 2008Limited Partnership Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Ontario
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT
ContractLimited Partnership Agreement • February 3rd, 2012 • Enerkem Inc. • Industrial organic chemicals • Alberta
[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.