0001193125-12-115618 Sample Contracts

BIOAMBER INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into on November 4, 2011 (the “Execution Date”) by and among BioAmber Inc., a Delaware corporation (the “Company”), and each of the other parties listed on Schedule I attached hereto (the parties listed on Schedule I are referred to herein as the “Purchasers” and each, a “Purchaser”).

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JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals

The parties agree to collaborate under the terms and conditions set forth hereabove and in the hereunder General Terms and Conditions.

LIMITED LIABILITY COMPANY AGREEMENT AMONG SINOVEN BIOPOLYMERS INC. (“Sinoven”) AND NATUREWORKS LLC (“NatureWorks”) AND AMBERWORKS LLC (the “Company”) AND BIOAMBER INC. (“BioAmber”) (solely for the purpose of Section 15.4 hereof)
Limited Liability Company Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement” or this “LLC Agreement”) is entered into as of the 15th day of February, 2012, among Sinoven Biopolymers Inc., a Delaware corporation (“Sinoven”), NatureWorks LLC, a Delaware Limited Liability Company (“NatureWorks”) and AmberWorks LLC, a Delaware limited liability company (the “Company”) and BioAmber Inc. (“BioAmber”) (solely for the purpose of Section 15.4 hereof).

LICENSE AGREEMENT
License Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

This License Agreement (the “Agreement”), made and effective as of June 28, 2010 (the “Effective Date”), by and between E. I. du Pont de Nemours and Company, a Delaware corporation having its principal place of business at 1007 Market Street, Wilmington, Delaware 19898 (“DuPont”) and Bioamber S.A.S., a French corporation having its principal place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). In this Agreement DuPont and Bioamber shall also be referred to individually as a “Party” and collectively as the “Parties.”

TOLL MANUFACTURING AGREEMENT
Toll Manufacturing Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals

THIS TOLL MANUFACTURING AGREEMENT (the “Agreement”), signed on September 30th, 2010, is made and entered into by and among Agro Industrie Recherches et Développements, S.A., a French entity (“ARD”), Bioamber, S.A.S., a French entity (“Bioamber”) and DNP Green Technology, Inc., a Delaware corporation (“DNP Green”).

DNP GREEN TECHNOLOGY, INC. SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Secured Convertible Note and Warrant Purchase Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

THIS SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into as of June 22, 2009 between DNP Green Technology, Inc., a Delaware corporation (the “Company”), and FCPR Sofinnova Capital VI, a French fonds commun de placement á risques (the “Purchaser”).

BIOAMBER INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Note and Warrant Purchase Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

THIS CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into as of November 23rd, 2010 between BioAmber Inc., a Delaware corporation (the “Company”), and FCPR Sofinnova Capital VI, a French entity (the “Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Quebec

WHEREAS the Corporation intends to provide DNPGT with the services of the Employee in order for the latter to also act as VP CD for DNPGT;

PROSPERITY INITIATIVE REGIONAL DIVERSIFICATION CONTRIBUTION AGREEMENT
Contribution Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Ontario

WHEREAS the Federal Economic Development Agency for Southern Ontario (“Agency”) was created to support to help make Canadians more productive and competitive in the knowledge-based economy, by supporting economic development, economic diversification, job creation, and sustainable, self-reliant communities in Southern Ontario (as defined herein);

BIOAMBER INC. FIRST AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”), entered into as of November 4, 2011, by and among BIOAMBER INC., a Delaware corporation (the “Corporation”), and the undersigned Security Holders (as defined in the Shareholders Agreement defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals
EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • New York
BIOAMBER INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”), entered into as of February 6th, 2012, by and among BIOAMBER INC., a Delaware corporation (the “Corporation”), and the undersigned Security Holders (as defined in the Shareholders Agreement defined below).

BIOAMBER INC. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Delaware

THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”), entered into as of April 15, 2011, by and among BIOAMBER INC., a Delaware corporation formerly known as DNP Green Technology, Inc. (the “Corporation”), and the undersigned Security Holders (as defined below) listed on Schedule A attached hereto.

Effective Date: November 1, 2011
Joint Development Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals

WHEREAS, the PARTIES, in case of BIOAMBER through BIOAMBER’s AFFILIATE BIOAMBER S.A.S. with registered seat in France, have executed a Memorandum Of Understanding (MOU) dated July 4, 2011, documenting their intent in working together for a period of time; for sake of clarity, as provided under section 3.1 of the MOU, the MOU will be terminated as of the EFFECTIVE DATE of this Agreement;

LOAN AGREEMENT
Loan Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • Ontario

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO, as represented by the Minister of Economic Development and Trade (the “Lender”)

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