REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2020, is made and entered into by and among Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), Artius Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”), and 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”).
63,000,000 Units Artius Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 13, 2020 by and between Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ARTIUS ACQUISITION INC.Securities Subscription Agreement • February 12th, 2020 • Artius Acquisition Inc. • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 4, 2020, by and between Artius Acquisition Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 11,500,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company common shares, the “Ordinary Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made July 13, 2020, by and between Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Steven Alesio (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 13, 2020, is by and between Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made July 13, 2020, by and between Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Karen Richardson (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 17th, 2021 • Artius Acquisition Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 16, 2021, by and between Artius Acquisition, Inc. (the “Company”), a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 13, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), and Artius Acquisition Partners LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 1st, 2021 • Origin Materials, Inc. • Industrial organic chemicals • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [___________], is made by and between ORIGIN MATERIALS, INC., a Delaware corporation (the “Company”) and _________________ (“Indemnitee”).
Artius Acquisition Inc. Suite 2215 New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 2nd, 2020 • Artius Acquisition Inc. • Blank checks
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 among Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 60,375,000 of the Company’s units (including up to 7,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in th
Artius Acquisition Inc. Suite 2215 New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks
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 among Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 72,450,000 of the Company’s units (including up to 9,450,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in th
FIRST AMENDMENTLease Agreement • August 9th, 2023 • Origin Materials, Inc. • Industrial organic chemicals
ContractConvertible Promissory Note • May 3rd, 2021 • Artius Acquisition Inc. • 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.
Artius Acquisition Inc. New York, New York 10019 July 2, 2020Administrative Services Agreement • July 16th, 2020 • Artius Acquisition Inc. • Blank checks • New York
This letter agreement by and between Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”) and Artius Management LLC (the “Services Provider”), dated as of the date hereof (the “Agreement”), will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 1st, 2021 • Origin Materials, Inc. • Industrial organic chemicals • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2021, is made and entered into by and among Origin Materials, Inc., a Delaware corporation (the “Company”) (formerly known as Artius Acquisition Inc., a Cayman Islands exempted company prior to its domestication as a Delaware corporation), Artius Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
ContractSeparation and Advisory Agreement • December 17th, 2024 • Origin Materials, Inc. • Industrial organic chemicals
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
FIRST AMENDMENT TO OFFTAKE SUPPLY AGREEMENT (ORIGIN 2) This First Amendment (“First Amendment”) to the Offtake Supply Agreement (Origin 2) dated August 1, 2022 (“Agreement”) between Danone Asia Pte Ltd. (“Buyer”) and Origin Materials Operating, Inc....Offtake Supply Agreement • February 23rd, 2023 • Origin Materials, Inc. • Industrial organic chemicals
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”.
THIS THIRD AMENDMENT TO LEASE (“AMENDMENT”) DATED FOR REFERENCE PURPOSES ONLY AS MAY 22, 2020 IS MADE AND ENTERED INTO BY AND BETWEEN HARSCH INVESTMENT PROPERTIES, LLC, AN OREGON LIMITED LIABILITY COMPANY (“LESSOR”) AND MICROMIDAS, INC., A DELAWARE...Lease • March 9th, 2021 • Artius Acquisition Inc. • Blank checks
LOCK-UP AGREEMENTLock-Up Agreement • February 17th, 2021 • Artius Acquisition Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2021, by and among Artius Acquisition Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement, defined below)) (the “Company”), Artius Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”), and each of the stockholder parties listed on Schedule A attached hereto (collectively, the “Company Stockholders”). Capitalized terms used but not otherwise defined in this Agreement have the meaning ascribed to such term in the Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021, by and among the Company, Micromidas, Inc. and Zero Carbon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Artius (as it may be amended or supplemented from time to time, the “Merger Agreement”). The Sponsor, the Company Stockholders and any person or entity who hereafter
FORM OF BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • June 29th, 2021 • Origin Materials, Inc. • Industrial organic chemicals • New York
This SUBSCRIPTION AGREEMENT (this “Backstop Subscription Agreement”) is entered into on June 23, 2021, by and between Artius Acquisition, Inc. (the “Company”), a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein), and the undersigned subscriber (“Subscriber”).
FORM OF BACKSTOP AGREEMENTBackstop Agreement • June 15th, 2021 • Artius Acquisition Inc. • Industrial organic chemicals • New York
This BACKSTOP AGREEMENT (this “Backstop Agreement”) is entered into on June 14, 2021, by and between Artius Acquisition, Inc. (the “Company”), a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and the undersigned parties (each, an “Apollo Entity” and collectively “Apollo Backstop Provider”).
= 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:
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 17th, 2021 • Artius Acquisition Inc. • Blank checks • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of February 16, 2021, by and among Artius Acquisition Inc., a Cayman Islands exempted company (“Artius”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and Micromidas, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
ContractOfftake Supply Agreement • May 10th, 2023 • Origin Materials, Inc. • Industrial organic chemicals
= 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. OFFTAKE SUPPLY AGREEMENT (Origin 2)Offtake Supply Agreement • August 3rd, 2022 • Origin Materials, Inc. • Industrial organic chemicals • New York
THIS OFFTAKE SUPPLY AGREEMENT (the “Agreement”) dated as of August 1, 2022 (the “Effective Date”), is made between Origin Materials Operating, Inc. (formerly known as Micromidas, Inc.), a Delaware Corporation (“Seller”), and Danone Asia Pte Ltd, a limited liability company organized and existing under the laws of Singapore (“Buyer”). Each of Seller and Buyer may sometimes be referred to individually as a “Party” and collectively as the “Parties.”
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:
SECOND AMENDMENT TO LEASELease • March 9th, 2021 • Artius Acquisition Inc. • Blank checks
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is entered into on this 11th day of May, 2015 (“Effective Date”) between HARSCH INVESTMENT PROPERTIES, LLC, an Oregon limited liability company (“Lessor”) and MICROMIDAS, INC., a Delaware C-corporation (“Lessee”). Lessor and Lessee agree as follows:
= 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. FIRST AMENDMENT TO AMENDED AND RESTATED...Offtake Supply Agreement • August 3rd, 2022 • Origin Materials, Inc. • Industrial organic chemicals • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED OFFTAKE SUPPLY AGREEMENT (this “Amendment”) is dated as of August 1, 2022, by and between Origin Materials Operating, Inc. (formerly known as Micromidas, Inc.), a Delaware Corporation (“Supplier”), and Danone Asia Pte Ltd, a limited liability company organized and existing under the laws of Singapore (“Danone”). Each of Supplier and Danone may sometimes be referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein, shall have the meanings set forth in the Original OM1 Offtake Agreement (as defined below).
February 16, 2021 Artius Acquisition Inc. New York, NY 10019 Re: Sponsor Letter Agreement Ladies and Gentlemen:Sponsor Letter Agreement • February 17th, 2021 • Artius Acquisition Inc. • Blank checks • Delaware
This letter agreement (this “Letter Agreement”) is being delivered in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among (i) Artius Acquisition Inc., a Cayman Islands exempted company (“Artius”), (ii) Micromidas, Inc., a Delaware corporation (the “Company”) and (iii) Zero Carbon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Artius. Certain capitalized terms used herein are defined in paragraph 5 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
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 NOTESSenior Secured Convertible Promissory Notes • 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.
