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 2022Indenture • 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).
Amended and Restated Patent License Agreement Between PureCycle Technologies LLC f/k/a Advanced Resin Technologies LLC and The Procter & Gamble CompanyPatent License Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • 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”).
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”)
LOAN AGREEMENT BETWEEN SOUTHERN OHIO PORT AUTHORITY AND PURECYCLE: OHIO LLC DATED AS OF OCTOBER 1, 2020Loan 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”).
ContractWarrant 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.
CEO Executive Employment AgreementCeo Executive Employment Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Florida
This CEO Executive Employment Agreement (the "Agreement") is made and entered into as of November 14, 2020 (the "Effective Date"), by and between Michael Otworth (the "Executive") and PureCycle Technologies LLC, a Delaware limited liability company (the "Company").
GUARANTY OF COMPLETIONGuaranty of Completion • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Ohio
THIS GUARANTY OF COMPLETION (this “Completion Guaranty”), made and entered into on October 7, 2020 (“Effective Date”), by PureCycle Technologies LLC, a Delaware limited liability company (the “Guarantor”), in favor of UMB Bank, N.A., a national banking association, as trustee (the “Trustee”).
Purecycle Technologies, LLC Orlando, FL 32822 October 5, 2020Limited Liability Company Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Delaware
Reference is made to the Third Amended and Restated Limited Liability Company Agreement of Purecycle Technologies LLC, a Delaware limited liability company (the “Company”), dated as of September 7, 2018 (as amended from time to time, the “LLC Agreement”), by and among the Persons whose names are listed on the Information Exhibit attached to the LLC Agreement (the “Members”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the LLC Agreement, and, unless otherwise noted, section references in this letter agreement refer to the sections of the LLC Agreement. The Company and Pure Crown LLC, a Delaware limited liability company (the “Investor”), agree to the provisions set forth herein.
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • New York
This Right of First Refusal Agreement (this “Agreement”), dated as of October 7, 2020, is entered into by and between PureCycle Technologies LLC (the “Company”), a Delaware limited liability company, and the entities listed on Schedule A hereto (collectively, and together with their affiliates, and their respective managed funds, “Magnetar”). Reference is hereby made to that certain Indenture, dated as of October 7, 2020 (the “Indenture”), by and between the Company and U.S. Bank National Association. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.
PURECYCLE TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Delaware
WHEREAS, [________] (the “Participant”) was granted Class C Units (“Incentive Units”) of PureCycle Technologies, LLC, a Delaware limited liability company (“PureCycle LLC”) pursuant to an Incentive Unit Award Agreement by and between PureCycle LLC and the Participant (including any amendments thereto, the “Incentive Unit Agreement”), which Incentive Units are intended to be “profits interests” for U.S. tax purposes;
Executive Employment AgreementExecutive Employment Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Florida
This Executive Employment Agreement (the "Agreement") is made and entered into as of November 15, 2020 (the "Effective Date"), by and between Michael Dee (the "Executive") and PureCycle Technologies LLC, a Delaware limited liability company (the "Company").
Executive Employment AgreementExecutive Employment Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • Florida
This Executive Employment Agreement (the "Agreement") is made and entered into as of November 14, 2020 (the "Effective Date"), by and between David Brenner (the "Executive") and PureCycle Technologies LLC, a Delaware limited liability company (the "Company").
FORM OF INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 20th, 2020 • Roth CH Acquisition I Co. Parent Corp. • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Roth CH Acquisition I Co. Parent Corp., a Delaware corporation (the “ParentCo”), the parties listed as Investors on the signature pages hereto (each, an “Investor” and collectively, the “Investors,” with the Investors listed as those of ROCH on the signature pages hereto, being the “ROCH Investors” and the Investors listed as those of the Company on the signature pages hereto, being the “Company Investors”) and, solely for purposes of Section 8.1, Roth CH Acquisition I Co., a Delaware corporation (“ROCH”) and PureCycle Technologies, LLC, a Delaware limited liability company (the “Company”).
