BIOAMBER INC. STOCK PURCHASE AGREEMENTStock 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”).
JOINT DEVELOPMENT AGREEMENTJoint 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 AGREEMENTLicense 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.”
BIOAMBER INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible 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”).
TOLL MANUFACTURING AGREEMENTToll 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”).
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTContribution 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’ AGREEMENTShareholders’ 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 AGREEMENTEmployment Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2012 • BioAmber Inc. • Industrial organic chemicals • New York
BIOAMBER INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ 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’ AGREEMENTShareholders’ 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, 2011BioAmber Inc. • March 15th, 2012 • 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;
DNP GREEN TECHNOLOGY, INC. SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTSecured 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”).
LOAN AGREEMENTLoan 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”)
