COMMON STOCK PURCHASE WARRANT Danimer scientific, inc.Danimer Scientific, Inc. • March 25th, 2024 • Plastic materials, synth resins & nonvulcan elastomers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 25, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 25, 2029, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Danimer Scientific, Inc., a Delaware corporation (the “Company”), up to 15,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2024 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2024, between Danimer Scientific, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT AGREEMENT between LIVE OAK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 11th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 5, 2020, is by and between Live Oak Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Live Oak Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • January 5th, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 202__, by and between Danimer Scientific, Inc., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
Live Oak Acquisition Corp. 774A Walker Rd. Great Falls, Virginia 22066 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 11th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Live Oak Acquisition Corp., a Delaware corporation (the “Company”) and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regist
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 5, 2020, is made and entered into by and among Live Oak Acquisition Corp., a Delaware corporation (the “Company”), Live Oak Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 25th, 2024 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Danimer scientific, inc.Danimer Scientific, Inc. • March 25th, 2024 • Plastic materials, synth resins & nonvulcan elastomers
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 26, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Danimer Scientific, Inc., a Delaware corporation (the “Company”), up to 3,750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
20,000,000 Units LIVE OAK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
Introductory. Live Oak Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 11th, 2020 • Live Oak Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 5, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Live Oak Acquisition Corp., a Delaware corporation (the “Company”), and Live Oak Sponsor Partners, LLC, a Delaware limited liability company (the “Purchaser”).
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).
Danimer Scientific, Inc. $100,000,000 Class A Common Stock ($0.0001 par value per share) Equity Distribution AgreementDanimer Scientific, Inc. • September 7th, 2022 • Plastic materials, synth resins & nonvulcan elastomers • New York
Danimer Scientific, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:
PLEDGE AND SECURITY AGREEMENT dated as of March 17, 2023 between EACH OF THE GRANTORS PARTY HERETO and U.S. Bank Trust Company, National Association, as Collateral AgentPledge and Security Agreement • March 20th, 2023 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers
This PLEDGE AND SECURITY AGREEMENT, dated as of March 17, 2023 (this “Agreement”), between EACH OF THE UNDERSIGNED DESIGNATED AS A GRANTOR, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties (as herein defined) (in such capacity, together with any successors and permitted assigns, the “Collateral Agent”).
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.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Amended and Restated Employment Agreement, dated as of July 23, 2021, by and between Danimer Scientific, Inc., a Delaware corporation (together with any successor thereto, 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
WARRANT AGREEMENT Dated as of July 12, 2024 between DANIMER SCIENTIFIC, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent Warrants for Shares of Common Stock of Danimer Scientific, Inc.Warrant Agreement • July 12th, 2024 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
WARRANT AGREEMENT, dated as of July 12, 2024 (this “Agreement”), between Danimer Scientific, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), as Warrant Agent (the “Warrant Agent”) (each a “Party” and collectively, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2020 • Live Oak Acquisition Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Live Oak Acquistion Corp., a Delaware corporation (the “Company”), Green Merger Corp., a Georgia corporation and a wholly-owned subsidiary of the Company, and Meredian Holdings Group Inc., a Georgia Corporation (“Target”), pursuant to the Transaction Agreement (as defined below), Subscriber desires to subscribe for and purchase from the Company, and the Company desires to sell to Subscriber, that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained herein (this agreement, this “Subscription Agreement”). In connection with the Transaction, certain other “
AMENDMENT NO. four TO Loan and Security Agreement and consentLoan and Security Agreement and Consent • December 16th, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers
This Amendment No. Four to Loan and Security Agreement and Consent (this “Agreement”), dated as of December 15, 2021 (the “Amendment No. Four 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 Lender
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
DANIMER SCIENTIFIC, INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • August 8th, 2024 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Danimer Scientific, Inc. (the “Company”) has granted the Participant (named in Section 1 hereof) the number of stock appreciation rights (the “Award”) set forth in Section 1 (each, a “SAR” and collectively, the “SARs”) under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the “Plan”). Each SAR entitles the Participant to receive, upon exercise, an amount equal to the excess, if any, of (a) the Fair Market Value of a share of Common Stock on the date of exercise, over (b) the Exercise Price established by the Committee at the time of grant (the “Appreciation Value”), payable in shares of Common Stock in accordance with Section 4 of this Award Agreement except as otherwise provided in this Award Agreement or the Plan. The Award and the SARs granted hereunder shall be subject to the following terms and conditions (sometimes referred to as the “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time.
TRANSITION AND RETIREMENT AGREEMENTTransition and Retirement Agreement • May 20th, 2024 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Transition and Retirement Agreement (this “Agreement”), dated as of May 20, 2024 (the “Effective Date”), is entered into by and between Stephen E. Croskrey (“Executive”) and Danimer Scientific, Inc. (the “Company”). Executive and the Company are each referred to herein as a “Party” and together as the “Parties.” Capitalized terms used but undefined herein shall have the meanings attributed to them in that certain Amended and Restated Employment Agreement by and between Executive and the Company, dated July 23, 2021 (the “Employment Agreement”), a copy of which was filed as Exhibit 10.1 to the Company’s 8-K dated July 29, 2021.
FINANCING AGREEMENT dated as of March 17, 2023 among DANIMER SCIENTIFIC, INC. as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Guarantors, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as...Financing Agreement • March 20th, 2023 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This FINANCING AGREEMENT dated as of March 17, 2023, is entered into by and among DANIMER SCIENTIFIC, INC., a Delaware corporation (“Borrower”), as borrower, and certain Subsidiaries of Borrower from time to time party hereto (collectively, the “Guarantors” and each, a “Guarantor”), as guarantors, the Lenders from time to time party hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION and its permitted successors to serve as administrative agent and collateral agent under the Loan Documents (in such capacities, the “Administrative Agent” and the “Collateral Agent”, as applicable, and from time to time referred to herein without differentiation as an “Agent” and, collectively as the “Agents”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2022 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Employment Agreement, dated as of January 16, 2022, by and between Danimer Scientific, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Michael A. Hajost (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Amendment No. 2 to Agreement and Plan of MergerAgreement and Plan of Merger • December 14th, 2020 • Live Oak Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This Amendment No. 2 to Agreement and Plan of Merger (this “Amendment”) is entered into as of December 11, 2020, by and among Live Oak Acquisition Corp., a Delaware corporation (“Live Oak”), Green Merger Corp., a Georgia corporation and a wholly-owned subsidiary of Live Oak (“Merger Sub”), Meredian Holdings Group, Inc., dba Danimer Scientific, a Georgia corporation (the “Company”), Live Oak Sponsor Partners, LLC, as representative for Live Oak, for certain purposes described in the Merger Agreement (as defined below) (the “Live Oak Representative”), and John A. Dowdy, Jr., as representative of the shareholders of the Company for certain purposes described in the Merger Agreement (the “Shareholder Representative”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement.
REVOLVING CREDIT AGREEMENT dated April 29, 2021 amongRevolving Credit Agreement • May 5th, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Georgia
CREDIT AND SECURITY AGREEMENT among Danimer Scientific, Inc., Meredian Holdings Group, Inc., Danimer Scientific Holdings, LLC, Meredian, Inc., Danimer Scientific, L.L.C., Danimer Bioplastics, Inc., Danimer Scientific Kentucky, Inc., (as Borrowers) the...Credit and Security Agreement • April 22nd, 2024 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
LIVE OAK ACQUISITION CORP. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 5th, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Danimer Scientific, Inc. (previously known as Live Oak Acquisition Corp., the “Company”) has granted the Participant (named in Section 1 hereof) a Full Value Award in the form of shares of restricted stock (a “Restricted Stock Award”) under the Live Oak Acquisition Corp. 2020 Long-Term Incentive Plan (the “Plan”) with respect to that number of shares of Common Stock set forth in Section 1 (the “Restricted Shares”). The Restricted Stock Award shall be subject to the following terms and conditions (sometimes referred to as the “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. This Award Agreement is dated as of [Date].
RATIFICATION BY GUARANTORRatification by Guarantor • March 24th, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers
The undersigned, Meredian Holdings Group, Inc., a Delaware corporation (“Parent”), hereby states as follows to and for the benefit of Administrative Agent and each Lender, in each case as of the date hereof:
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”).
RATIFICATION BY GUARANTORRatification by Guarantor • December 16th, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers
The undersigned, Meredian Holdings Group, Inc., a Delaware corporation (“Parent”), hereby states as follows to and for the benefit of Administrative Agent and each Lender, in each case as of the date hereof:
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
AGREEMENT AND PLAN OF MERGER by and among DANIMER SCIENTIFIC, INC., SUNSHINE MERGER CORP., NOVOMER, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC As Stockholders’ Representative July 28, 2021Agreement and Plan of Merger • August 3rd, 2021 • Danimer Scientific, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 28, 2021 (the “Agreement Date”), by and among Danimer Scientific, Inc., a Delaware corporation (“Parent”), Sunshine Merger Corp., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Sub”), Novomer, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Indemnitors (the “Stockholders’ Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
