TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • March 4th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • British Columbia
WHEREAS, on the date hereof, SOAC, 1291924 B.C. Unlimited Liability Company (“NewCo Sub”), DeepGreen Metals Inc. (the “Company”), entered into a business combination agreement (the ”Business Combination Agreement”), a copy of which has been provided to the Shareholder, pursuant to which, among other things, (i) SOAC will acquire all of the issued and outstanding Company Shares (as defined herein) from the shareholders of the Company (the “Company Shareholders”) in exchange for SOAC Common Shares and Company Earnout Shares by means of a statutory plan of arrangement (the ”Arrangement”) under Part 9, Division 5 of the Business Corporations Act (British Columbia), (ii) the Company will become a wholly-owned Subsidiary of SOAC, and (iii) the Company and NewCo Sub will amalgamate to continue as one company, the whole upon and subject to the terms and conditions set forth in the Business Combination Agreement and the Arrangement;
BUSINESS COMBINATION AGREEMENT BY AND AMONG SUSTAINABLE OPPORTUNITIES ACQUISITION CORP., 1291924 B.C. Unlimited Liability Company, AND DeepGreen Metals Inc. DATED AS OF MARCH 4, 2021Business Combination Agreement • March 4th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made by and among Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”), and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “Company”). SOAC, NewCo Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
INDIVIDUAL INVESTOR FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 4th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company, which shall migrate and be continued from the Cayman Islands to British Columbia, Canada and continued as a company in British Columbia prior to the closing of the Transaction (as defined herein) (“SOAC”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada, and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “Company”), and the other parties thereto, pursuant to which, among other things, SOAC
