Roth CH Acquisition I Co. Parent Corp. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 19th, 2021 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Indemnification Agreement (this “Agreement”) is effective as of [Date] by and between PureCycle Technologies, Inc. (formerly known as Roth CH Acquisition I Co. Parent Corp.), a Delaware corporation (the “Company”), and [Indemnitee] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements, if any, between the Company and the Indemnitee covering indemnification.

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PURECYCLE TECHNOLOGIES, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 24, 2023 7.25% Green Convertible Senior Notes due 2030
Indenture • August 24th, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

INDENTURE dated as of August 24, 2023 between PureCycle Technologies, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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PURECYCLE TECHNOLOGIES LLC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 19th, 2021 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of October 28, 2020, by and among PureCycle Technologies LLC, a Delaware limited liability company (including, without limitation, any SPAC (as defined below) that may hold 100% of the equity interests of the Company or any successor thereto, the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

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CREDIT AGREEMENT Dated as of May 8, 2023 among PURECYCLE TECHNOLOGIES, INC. as Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, PURE PLASTIC LLC, as Administrative Agent, PURE PLASTIC LLC, as Security Agent, and THE LENDERS...
Credit Agreement • May 9th, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
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PURECYCLE TECHNOLOGIES LLC AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of October 7, 2020 Convertible Senior Secured Notes due 2022
Indenture • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • New York

INDENTURE dated as of October 7, 2020, between PURECYCLE TECHNOLOGIES LLC, a Delaware limited liability company, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • March 6th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This THIRD SUPPLEMENTAL INDENTURE, dated as of March 5, 2024 (this “Third Supplemental Indenture”), is entered into by and among SOUTHERN OHIO PORT AUTHORITY, a port authority and a body corporate and politic duly organized under the laws of the State of Ohio (the “Issuer”), PURECYCLE: OHIO LLC, a limited liability company organized and existing under the laws of the State of Ohio (the “Company”), PURECYCLE TECHNOLOGIES LLC, a Delaware limited liability company (the “Guarantor”), PCTO HOLDCO LLC, a Delaware limited liability company (the “Pledgor”; and together with the Company and the Guarantor, the “Company Parties”), and UMB BANK, N.A., a national banking association duly organized, existing and authorized to accept and execute trusts of the character herein set out under the laws of the United States and having a corporate trust office in Minneapolis, Minnesota, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed

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Amended and Restated Patent License Agreement Between PureCycle Technologies LLC f/k/a Advanced Resin Technologies LLC and The Procter & Gamble Company
Patent License Agreement • December 31st, 2020 • Roth CH Acquisition I Co. Parent Corp. • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This AMENDED AND RESTATED LICENSE AGREEMENT (“AGREEMENT”), effective and binding as of the last date of signing of this agreement (“RESTATEMENT EFFECTIVE DATE”), is between PureCycle Technologies LLC f/k/a Advanced Resin Technologies LLC, a Delaware limited liability company and AFFILIATES (collectively, “LICENSEE”); and The Procter & Gamble Company, an Ohio corporation and AFFILIATES (collectively, “OWNER”). This AGREEMENT amends and restates in its entirety that certain patent license agreement between the parties (the “INITIAL LICENSE”), effective and binding as of October 16, 2015 (“INITIAL EFFECTIVE DATE”).

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Series B WARRANT PureCycle Technologies, Inc.
Warrant Agreement • May 13th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS SERIES B WARRANT (this “Series B Warrant”) certifies that, for value received, Pure Plastics, LLC 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 November 6, 2024 (the “Initial Exercise Date”) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on December 1, 2030 and (ii) the date fixed for redemption of the Series B Warrants (defined below) as provided in Section 4 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PureCycle Technologies, Inc., a Delaware corporation (the “Company”), up to 3,064,081 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Series B Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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PURE PLASTIC LLC May 10, 2024
Payoff and Release Letter • May 13th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

Reference is hereby made to the Credit Agreement dated as of May 8, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among PURECYCLE TECHNOLOGIES, INC., a Delaware Corporation (the “Borrower”), PURECYCLE TECHNOLOGIES HOLDINGS CORP., a Delaware Corporation (“Holdings”), PURE CYCLE TECHNOLOGIES, LLC, a Delaware limited liability company (“PureCycle LLC” and, together with Holdings, collectively, the “Guarantors”), the Lenders party thereto and PURE PLASTIC LLC, a Delaware limited liability company (“Pure Plastic”), as the Administrative Agent for the Lenders thereunder (in such capacity, the “Administrative Agent”) and Security Agent for the Secured Parties thereunder (in such capacity, the “Security Agent” and, together with the Administrative Agent, collectively, the “Agents”). Capitalized terms used and not otherwise defined herein shall have the same meanings as specified in the Credit Agreement.

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PURCHASE AGREEMENT AND CONSENT
Purchase Agreement • March 6th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This PURCHASE AGREEMENT AND CONSENT (this “Agreement”) is entered into as of March 5, 2024, by and among PureCycle: Ohio LLC, an Ohio limited liability company (the “Company”), PureCycle Technologies LLC, a Delaware limited liability company (the “Guarantor” or the “Purchaser”), and each of the other signatories hereto (each, a “Seller” and collectively, the “Sellers,” and, together with the Company and the Purchaser, the “parties”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture (as defined herein).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 9th, 2022 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this __ day of March, 2022, by and between PureCycle Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber” or “you”).

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FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 14th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This FIFTH SUPPLEMENTAL INDENTURE, dated as of June 14, 2024 (this “Fifth Supplemental Indenture”), is entered into by and among SOUTHERN OHIO PORT AUTHORITY, a port authority and a body corporate and politic duly organized under the laws of the State of Ohio (the “Issuer”), PURECYCLE: OHIO LLC, a limited liability company organized and existing under the laws of the State of Ohio (the “Company”), PURECYCLE TECHNOLOGIES LLC, a Delaware limited liability company (the “Guarantor”), PCTO HOLDCO LLC, a Delaware limited liability company (the “Pledgor”; and together with the Company and the Guarantor, the “Company Parties”), and UMB BANK, N.A., a national banking association duly organized, existing and authorized to accept and execute trusts of the character herein set out under the laws of the United States and having a corporate trust office in Minneapolis, Minnesota, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed

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AMENDMENT AND ADDENDUM TO TECHNOLOGY SUBLICENSE AGREEMENT (Extending Longstop Date and Related Payments)
Technology Sublicense Agreement • February 3rd, 2021 • Roth CH Acquisition I Co. Parent Corp. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS AMENDMENT AND ADDENDUM TO TECHNOLOGY SUBLICENSE AGREEMENT (this “Amendment”) dated as of 27th May, 2020 (the “Effective Date”) is entered into by and among IMPACT RECYCLING LIMITED, incorporated and registered in Scotland with company number SC489143 whose registered office is at 16 Abbotsinch Road, Grangemouth, Stirlingshire, FK39UX (“Sublicensor”), IMPACT LABORATORIES LIMITED, a limited company incorporated and registered in Scotland with company number SC230837 whose registered office is at 16 Abbotsinch Road, Grangemouth, Stirlingshire, FK39UX (“Licensor”) and PURECYCLE TECHNOLOGIES, LLC, a Delaware limited liability company having a principal place of business at 3452 Lake Lynda Drive Building 100, Suite 151, Orlando, FL 32817 (“Sublicensee”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 8, 2023 (this “Amendment”), is entered into by and among PURECYCLE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (b) the Guarantors (as defined herein), (c) the Lenders (as defined herein), (d) MADISON PACIFIC TRUST LIMITED, as Administrative Agent (in such capacity, the “Administrative Agent”), and (e) MADISON PACIFIC TRUST LIMITED, as Security Agent (in such capacity, the “Security Agent”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 8th, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 4, 2023 (this “Amendment”), is entered into by and among (a) PURECYCLE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (b) the Guarantors (as defined herein), (c) the Lenders (as defined herein), (d) MADISON PACIFIC TRUST LIMITED, as Administrative Agent (in such capacity, the “Administrative Agent”), and (e) MADISON PACIFIC TRUST LIMITED, as Security Agent (in such capacity, the “Security Agent”).

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AMENDED AND RESTATED PURCHASE OPTION AGREEMENT
Purchase Option Agreement • November 30th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS AMENDED AND RESTATED PURCHASE OPTION AGREEMENT (this “Agreement”), is made as of November 20, 2020, by and between Purecycle Technologies LLC, a Delaware limited liability company (the “Purecycle”), Roth CH Acquisition I Co. Parent Corp. (and after the SPAC Merger Closing (as defined below), PureCycle Technologies, Inc.), a Delaware corporation (the “Company”) and AptarGroup, Inc., a Delaware corporation (“Purchaser”). Reference is made to that certain Agreement and Plan of Merger, dated as of November 16, 2020, by and among Purecycle, the Company and certain other parties thereto (the “Merger Agreement”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement.

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JOINDER AGREEMENT
Joinder Agreement • March 19th, 2021 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers

THIS JOINDER AGREEMENT to the Note Purchase Agreement, dated as of October 6, 2020 (the “NPA”), by and among PureCycle Technologies LLC, a Delaware limited liability company (the “Company”) and the investors listed on Schedule A attached thereto (collectively, “Magnetar”), dated as of March 17, 2021 (this “Joinder”), is executed and delivered by Roth CH Acquisition I Co. Parent Corp., a Delaware corporation (“Roth”) in favor of Magnetar in accordance with the terms of the NPA. Capitalized terms used but not defined herein have the respective meanings given them in the Indenture, dated as of October 7, 2020, by and between the Company and U.S. Bank National Association, a national banking association.

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FOURTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 25th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This FOURTH SUPPLEMENTAL INDENTURE, dated as of March 25, 2024 (this “Fourth Supplemental Indenture”), is entered into by and among SOUTHERN OHIO PORT AUTHORITY, a port authority and a body corporate and politic duly organized under the laws of the State of Ohio (the “Issuer”), PURECYCLE: OHIO LLC, a limited liability company organized and existing under the laws of the State of Ohio (the “Company”), PURECYCLE TECHNOLOGIES LLC, a Delaware limited liability company (the “Guarantor”), PCTO HOLDCO LLC, a Delaware limited liability company (the “Pledgor”; and together with the Company and the Guarantor, the “Company Parties”), and UMB BANK, N.A., a national banking association duly organized, existing and authorized to accept and execute trusts of the character herein set out under the laws of the United States and having a corporate trust office in Minneapolis, Minnesota, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meanings ascrib

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SERIES A WARRANT PURECYCLE TECHNOLOGIES, INC.
Warrant Agreement • March 9th, 2022 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS SERIES A WARRANT (this “Series A 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 17, 2022 (the “Initial Exercise Date”) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on March 17, 2026 and (ii) the date fixed for redemption of the Subscription Warrants (defined below) as provided in Section 4 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PureCycle Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Series A Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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AMENDED AND RESTATED BOND PURCHASE AGREEMENT
Bond Purchase Agreement • May 13th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This AMENDED AND RESTATED BOND PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 7, 2024, by and between Pure Plastic LLC, a Delaware limited liability company (the “Purchaser”), and PureCycle Technologies LLC, a Delaware limited liability company, qualified to do business in the State of Ohio (the “Seller” or the “Guarantor” and together with the Purchaser, the “parties”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture (as defined herein).

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June 14, 2021
Registration Rights Agreement • June 25th, 2021 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers
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SECURITY AGREEMENT From PureCycle: Ohio LLC, as Debtor To UMB BANK, N.A., as Trustee, as Secured Party Relating to and Securing: $219,550,000 Southern Ohio Port Authority Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A...
Security Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Ohio

THIS SECURITY AGREEMENT (as it may be amended or modified from time to time, this “Security Agreement”) is made on October 7, 2020, by PureCycle: Ohio LLC, an Ohio limited liability company (the “Debtor”), in favor of UMB BANK, N.A., a national banking association (together with its successors in such capacity, the “Secured Party”), in its capacity as Trustee under the Indenture of Trust dated as of October 1, 2020 (the “Indenture”) executed with the Southern Ohio Port Authority (the “Issuer”), pursuant to which the Issuer will issue its $219,550,000 Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A, its $20,000,000 Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020B and its $10,000,000 Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Taxable Series 2020C (the “Bonds”)

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FIRST Supplemental Indenture
Supplemental Indenture • March 19th, 2021 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 29 2020, between PureCycle Technologies LLC, a Delaware limited liability (the “Company”) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and collateral agent under the Indenture referred to below (in such capacity, the “Collateral Agent”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 21st, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 21, 2023 (this “Amendment”), is entered into by and among (a) PURECYCLE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (b) the Guarantors (as defined herein), (c) the Lenders (as defined herein), (d) PURE PLASTIC LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and (e) PURE PLASTIC LLC, as Security Agent (in such capacity, the “Security Agent”).

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LOAN AGREEMENT BETWEEN SOUTHERN OHIO PORT AUTHORITY AND PURECYCLE: OHIO LLC DATED AS OF OCTOBER 1, 2020
Loan Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp.

This LOAN AGREEMENT, dated as of October 1, 2020 (this “Loan Agreement”), between the SOUTHERN OHIO PORT AUTHORITY, a port authority and body corporate and politic existing under the laws of the State of Ohio (the “Issuer”), and PURECYCLE: OHIO LLC, a limited liability company organized and existing under the laws of the State of Ohio, with an office located at 5950 Hazeltine National Drive, Suite 650, Orlando, FL 32822 (the “Company”).

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BOARD REPRESENTATION AGREEMENT
Board Representation Agreement • March 9th, 2022 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This agreement (the “Agreement”) is made as of March 7, 2022, by PureCycle Technologies, Inc., a Delaware corporation (the “Company”), and Sylebra Capital Management (the “Investor”), and shall take effect on date of the closing of the transactions contemplated by the Subscription Agreement (defined below) (the “Effective Date”).

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Contract
Guaranty of Completion • May 19th, 2021 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Ohio
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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2024 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 1, 2024 (this “Amendment”), is entered into by and among (a) PURECYCLE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (b) the Guarantors (as defined herein), (c) the Lenders (as defined herein), (d) PURE PLASTIC LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and (e) PURE PLASTIC LLC, as Security Agent (in such capacity, the “Security Agent”).

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LIMITED WAIVER AND FIRST SUPPLEMENTAL INDENTURE
Limited Waiver and First Supplemental Indenture • March 15th, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This LIMITED WAIVER AND FIRST SUPPLEMENTAL INDENTURE, dated as of March 15, 2023 (this “Limited Waiver and First Supplemental Indenture”), is entered into by and among SOUTHERN OHIO PORT AUTHORITY, a port authority and a body corporate and politic duly organized under the laws of the State of Ohio (the “Issuer”), PURECYCLE: OHIO LLC, a limited liability company organized and existing under the laws of the State of Ohio (the “Company”), PURECYCLE TECHNOLOGIES LLC, a Delaware limited liability company (the “Guarantor”), PCTO HOLDCO LLC, a Delaware limited liability company (the “Pledgor”; and together with the Company and the Guarantor, the “Company Parties”) and UMB BANK, N.A., a national banking association duly organized, existing and authorized to accept and execute trusts of the character herein set out under the laws of the United States and having a corporate trust office in Minneapolis, Minnesota, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined he

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 19th, 2021 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 17, 2021, by and among PureCycle Technologies Holdings Corp. (known prior to the closing of the SPAC Transaction as Roth CH Acquisition I Co., “ROCH”), formerly a special purpose acquisition company, incorporated as a Delaware corporation and direct parent, upon the closing of the SPAC Transaction, of PureCycle Technologies LLC, a Delaware limited liability company (the “Company”), PureCycle Technologies, Inc. (known prior to the closing of the SPAC Transaction as Roth CH Acquisition I Co. Parent Corp., “ParentCo” and, together with ROCH, the “Guarantors”), a subsidiary of ROCH and, upon the closing of the SPAC Transaction, a direct parent of ROCH and indirect parent of the Company, the Company, and U.S. Bank National Association, as trustee and collateral agent under the Indenture referred to below (the “Trustee”).

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THE PROCTER & GAMBLE COMPANY One Procter & Gamble Plaza Cincinnati, OH 45202
Second Side Letter • May 9th, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers

This letter agreement (this “SECOND SIDE LETTER”) is being entered into by P&G and PCT to document certain agreements relating to, among other things, the START OF SALES of the 1st commercial plant (Ironton, OH) by PCT.

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TECHNOLOGY SUBLICENSE AGREEMENT
Technology Sublicense Agreement • February 3rd, 2021 • Roth CH Acquisition I Co. Parent Corp. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Technology Sublicense Agreement (this “Agreement”) of 13 November, 2019, by and among IMPACT RECYCLING LIMITED, incorporated and registered in Scotland with company number SC489143 whose registered office is at 16 Abbotsinch Road, Grangemouth, Stirlingshire, FK39UX (“Sublicensor”), and IMPACT LABORATORIES LIMITED, a limited company incorporated and registered in Scotland with company number SC230837 whose registered office is at 16 Abbotsinch Road, Grangemouth, Stirlingshire, FK39UX (“Licensor”) and PURECYCLE TECHNOLOGIES, LLC, a Delaware limited liability company having a principal place of business at 3452 Lake Lynda Drive, Building 100, Suite 151, Orlando, FL 32817 (“Sublicensee”).

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SECOND AMENDMENT AND ADDENDUM TO TECHNOLOGY SUBLICENSE AGREEMENT (Amending Longstop Date, Partial Payment, Stopping Accrued Interest, and Effect of Failure to Pay Initial Installment)
Technology Sublicense Agreement • February 3rd, 2021 • Roth CH Acquisition I Co. Parent Corp. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS SECOND AMENDMENT AND ADDENDUM TO TECHNOLOGY SUBLICENSE AGREEMENT (this “Amendment”) dated as of December 15 , 2020 (the “Effective Date”) is entered into by and among IMPACT RECYCLING LIMITED, incorporated and registered in Scotland with company number SC489143 whose registered office is at 16 Abbotsinch Road, Grangemouth, Stirlingshire, FK39UX (“Sublicensor”), IMPACT LABORATORIES LIMITED, a limited company incorporated and registered in Scotland with company number SC230837 whose registered office is at 16 Abbotsinch Road, Grangemouth, Stirlingshire, FK39UX (“Licensor”) and PURECYCLE TECHNOLOGIES, LLC, a Delaware limited liability company having a principal place of business at 5950 Hazeltine National Drive, Suite 650, Orlando, FL 32822 (“Sublicensee”).

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SEPARATION AGREEMENT
Separation Agreement • December 1st, 2023 • PureCycle Technologies, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Florida

This Separation Agreement (this “Separation Agreement”) between PureCycle Technologies, Inc. (the “Company”) and Lawrence C. Somma (“you” and similar words) sets forth certain terms of your separation from the Company, in order for you to receive certain separation payments and benefits, as set forth in detail below.

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Contract
Warrant Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AS OF THE DATE HEREOF AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

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