Electra Battery Materials Corp Sample Contracts

FIRST COBALT CORP, THE GUARANTORS PARTY HERETO, AND GLAS TRUST COMPANY LLC, as Trustee and Collateral Agent INDENTURE Dated as of September 2, 2021 6.95% Convertible Senior Secured Notes due 2026
Indenture • April 14th, 2022 • Electra Battery Materials Corp • New York

THIS INDENTURE, dated as of September 2, 2021, between First Cobalt Corp., a Canadian corporation, as issuer (the “Company,” or the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and GLAS Trust Company LLC, a New Hampshire limited liability company, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).

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ELECTRA BATTERY MATERIALS CORPORATION, THE GUARANTORS PARTY HERETO, AND GLAS TRUST COMPANY LLC, as Trustee and Collateral Trustee INDENTURE Dated as of February 13, 2023 Convertible Senior Secured Notes due 2028
Indenture • February 14th, 2023 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York

THIS INDENTURE, dated as of February 13, 2023, between Electra Battery Materials Corporation, a Canadian corporation, as issuer (the “Company,” or the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and GLAS Trust Company LLC, a New Hampshire limited liability company, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral trustee (the “Collateral Trustee,” as more fully set forth in Section 1.01).

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First Cobalt Corp. Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • April 14th, 2022 • Electra Battery Materials Corp • Ontario

First Cobalt Corp., a company continued under the Canada Business Corporations Act ("First Cobalt" or the "Company"), confirms its agreement (this "Agreement") with Cantor Fitzgerald Canada Corporation (the "Agent") to issue and sell common shares of the Company upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 23 hereof.

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Electra Battery Materials Corporation Common Shares AMENDED & RESTATED EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 17th, 2022 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • Ontario

Electra Battery Materials Corporation (formerly First Cobalt Corp.), a company continued under the Canada Business Corporations Act (“Electra” or the “Company”), confirms its agreement (this “Agreement”) with CIBC World Markets Inc. (the “Canadian Agent”) and CIBC World Markets Corp. (the “U.S. Agent” and together with the Canadian Agent, the “Agents”) to issue and sell common shares of the Company upon and subject to the terms and conditions contained herein. This Agreement amends and restates in its entirety that certain equity distribution agreement, dated as of January 13, 2022, between the Company and the Canadian Agent. Capitalized terms used herein have the meanings given to them in Section 23 hereof.

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ELECTRA BATTERY MATERIALS CORPORATION, THE GUARANTORS PARTY HERETO, AND GLAS TRUST COMPANY LLC, as Trustee and Collateral Trustee INDENTURE Dated as of November 27, 2024 12.00% Convertible Senior Secured Notes due 2027
Indenture • November 27th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York

THIS INDENTURE, dated as of November 27, 2024, between Electra Battery Materials Corporation, a Canadian corporation, as issuer (the “Company,” or the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral trustee (the “Collateral Trustee,” as more fully set forth in Section 1.01).

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THIS SECOND SUPPLEMENTAL WARRANT INDENTURE is made as of November 26, 2024.
Warrant Indenture • November 26th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • Ontario
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THIS SECOND SUPPLEMENTAL WARRANT INDENTURE is made as of November 27, 2024.
Warrant Indenture • November 27th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • Ontario
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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 27th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies

This SUPPLEMENTAL INDENTURE, dated as of November 27, 2024 (this “Supplemental Indenture”), is by and among Electra Battery Materials Corporation (the “Company”), the Guarantors party hereto, and GLAS Trust Company, LLC, as Trustee and Collateral Trustee. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.

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FORM OF EQUITY SUBSCRIPTION AGREEMENT
Equity Subscription Agreement • November 26th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies

This EQUITY SUBSCRIPTION AGREEMENT (this “Equity Subscription Agreement”) is entered into on November 25, 2024, by and among Electra Battery Materials Corporation (the “Issuer”), a corporation continued under the Canada Business Corporations Act (the “Act”), and the undersigned subscriber (“Subscriber”).

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LIMITED WAIVER
Limited Waiver • February 28th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York

This LIMITED WAIVER is dated as of February 27, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.

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AGENCY AGREEMENT
Agency Agreement • April 14th, 2022 • Electra Battery Materials Corp • Ontario
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FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT
Convertible Note Subscription Agreement • November 26th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies

This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on November 25, 2024, by and among Electra Battery Materials Corporation (the “Issuer”), a corporation continued under the Canada Business Corporations Act (the “Act”), and the undersigned subscriber (“Subscriber”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 26th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies

This SUPPLEMENTAL INDENTURE, dated as of November 26, 2024 (this “Supplemental Indenture”), is by and among Electra Battery Materials Corporation (the “Company”), the Guarantors party hereto, and GLAS Trust Company, LLC, as Trustee and Collateral Trustee. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.

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LIMITED WAIVER
Limited Waiver • November 27th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York

This LIMITED WAIVER is dated as of November 27, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Guarantors, the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.

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LIMITED WAIVER
Limited Waiver • August 15th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York

This LIMITED WAIVER is dated as of August 14, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Guarantors, the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.

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ELECTRA BATTERY MATERIALS CORPORATION, THE GUARANTORS PARTY HERETO, AND GLAS TRUST COMPANY LLC, as Trustee and Collateral Trustee INDENTURE Dated as of November 26, 2024 12.00% Convertible Senior Secured Notes due 2027
Indenture • November 26th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York

THIS INDENTURE, dated as of November 26, 2024, between Electra Battery Materials Corporation, a Canadian corporation, as issuer (the “Company,” or the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral trustee (the “Collateral Trustee,” as more fully set forth in Section 1.01).

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LIMITED WAIVER
Limited Waiver • November 26th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York

This LIMITED WAIVER is dated as of November 26, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Guarantors, the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.

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UNDERWRITING AGREEMENT
Underwriting Agreement • April 14th, 2022 • Electra Battery Materials Corp • Ontario
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