ZYMERGEN INC. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 14th, 2021 • Zymergen Inc. • Services-commercial physical & biological research • New York
Zymergen Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), an aggregate of [●] shares of Common Stock, par value $[●] per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
ContractWarrant Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.Credit Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • New York
Exhibit D-1 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
VOTING AGREEMENTVoting Agreement • July 25th, 2022 • Zymergen Inc. • Services-commercial physical & biological research • Delaware
This Voting Agreement (this “Agreement”), dated as of July 24, 2022, is made and entered into by and among Ginkgo Bioworks Holdings, Inc., a Delaware corporation (“Parent”), and the stockholders of Zymergen Inc., a Delaware public benefit corporation (the “Company”), identified on Exhibit A (each, a “Stockholder” and collectively, the “Stockholders”). Parent and each Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ZYMERGEN INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • California
This Employment Agreement (the “Agreement”), is made and entered into by and between Zymergen Inc., a Delaware corporation (the “Company”) and [________________] (“Executive” and, together with the Company, the “Parties”). This Agreement will become effective as of immediately prior to the time the Company’s registration statement relating to the initial public offering of the Company’s common stock becomes effective (the “Effective Date”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of [________________] (“Offer Letter”).
ZYMERGEN INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 14th, 2021 • Zymergen Inc. • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (this “Agreement”) is made as of, April __, 2021 by and between Zymergen Inc., a Delaware corporation (the “Company”), and a member of the Board of Directors or an officer of the Company (“Indemnitee”).
ContractWarrant Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ZYMERGEN INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 29, 2020Investors’ Rights Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 29th day of July, 2020, by and among Zymergen Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
ContractWarrant Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
STRATEGIC PARTNERSHIP AGREEMENT BETWEEN ZYMERGEN INC. AND SUMITOMO CHEMICAL CO. LTD.Strategic Partnership Agreement • March 23rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research • New York
This Strategic Partnership Agreement (this “Agreement”) is made and entered into on April 9, 2019 (the “Effective Date”) between Zymergen Inc., a Delaware corporation with offices located at 5980 Horton Street, Suite 105, Emeryville CA 94608 (hereafter “Zymergen”) and Sumitomo Chemical Co. Ltd., a Japanese corporation, with offices located at 27-1, Shinkawa 2-chome, Chuo-ku. Tokyo 104-8260, Japan (hereafter “Sumitomo”). Zymergen and Sumitomo are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties”.
April 1, 2022 Aaron Kimball Re: Employment Separation Letter Agreement Dear Aaron:Employment Separation Agreement • May 12th, 2022 • Zymergen Inc. • Services-commercial physical & biological research
This letter agreement (this “Letter Agreement”) confirms the termination of your employment with Zymergen Inc. (the “Company”) and your resignation from all positions and offices with the Company and any of its affiliates, in each case, to take effect on April 1, 2022 (the “Separation Date”).
Re: Employment Separation Letter AgreementEmployment Separation Agreement • August 3rd, 2021 • Zymergen Inc. • Services-commercial physical & biological research
This letter agreement (this “Letter Agreement”) confirms the termination of your employment with Zymergen Inc. (the “Company”) and your resignation from all positions and offices with the Company and any of its affiliates, including from the board of directors of the Company, in each case, to take effect on August 2, 2021 (the “Separation Date”).
July 24, 2022 GINKGO BIOWORKS HOLDINGS, INC. PEPPER MERGER SUBSIDIARY INC. ZYMERGEN INC. AGREEMENT AND PLAN OF MERGER ContentsAgreement and Plan of Merger • July 25th, 2022 • Zymergen Inc. • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 24, 2022, by and among Ginkgo Bioworks Holdings, Inc., a Delaware corporation (“Parent”), Pepper Merger Subsidiary Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Zymergen Inc., a Delaware public benefit corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I or elsewhere in this Agreement.
