pctsideletterex1010q1202






  Certain identified information has been excluded from this exhibit because it is both (i) not  material and (ii) is the type of information that the registrant treats as private or confidential.  [     ] indicates that information has been redacted.       THE PROCTER & GAMBLE COMPANY  One Procter & Gamble Plaza  Cincinnati, OH 45202  12 February 2021    PureCycle Technologies LLC  Building 100, Suite 151  Orlando, FL 32817    Re:  Samples and Services  Reference is made to the Amended and Restated Patent License Agreement  (the “TRANSACTION AGREEMENT”), dated as of July 28, 2020 between The Procter  & Gamble Company (“P&G”) and PureCycle Technologies LLC (“PCT”) and the  CONSULTING AGREEMENT dated October 19, 2020 between the same PARTIES (the  “CONSULTING AGREEMENT”).  This letter agreement (this “SIDE LETTER”) is being entered into by P&G and  PCT to document certain agreements relating to, among other things, samples  manufactured by PCT and R&D resources provided by P&G to PCT.     Accordingly, in consideration of the mutual obligations and promises contained  herein and in the TRANSACTION AGREEMENT and CONSULTING AGREEMENT (the  sufficiency of which the parties hereby acknowledge), the PARTIES agree as follows:  1. Defined Terms.  Capitalized terms used in this SIDE LETTER and not  otherwise defined in this will have the meanings ascribed in the TRANSACTION  AGREEMENT and the CONSULTING AGREEMENT.  2. Licensed Product Sample.  PCT will provide P&G with the LICENSED  PRODUCT of Section 6.1 of the TRANSACTION AGREEMENT [  ] to P&G  according to the amount and timing in Table 2, below.  Such LICENSED PRODUCT will  be considered [  ] when received by P&G.  PCT will send no more than 10  pounds to any THIRD PARTY until the entire month’s amount has been received by  P&G.  Table 2  Shipment Timing by Month      LICENSED PRODUCT  in Pounds   [  ]  





 






     Shipped in 2020, Cumulative  Shipping week of 1-18-21 [  ]  February [  ]  March [ ]  April [  ]  May [  ]  June [  ]  Total through June 2021 [  ]  July [  ]  August [  ]  Total through August 2021 [  ]    3. Additional Services.  In addition to the services provided in the  CONSULTING AGREEMENT and for a period of six months after the EFFECTIVE  DATE (as defined below), P&G will assist PCT with additional R&D support, as  requested by PCT, related to [    ] located in Ironton, OH.  In consideration for such services, PCT  will pay P&G $250,000 no later than 10 days after EFFECTIVE DATE, $125,000 no  later than 3 months after the EFFECTIVE DATE and $125,000 no later than 6 months  after the EFFECTIVE DATE.  Any CONSULTANT INVENTIONS or IMPROVEMENTS  will be governed by the Section 6 of the CONSULTING AGREEMENT.  4. [  ] Know-How.  The PARTIES recognize that there may be  additional know-how generated between the PARTIES relating to [    ].  Either PARTY may freely use this know-how within its  business or with THIRD PARTIES, provided such THIRD PARTY is under the same  duty of confidentiality to the PARTIES.  5. Amendment; No Further Effect.  To the extent required, this SIDE  LETTER will be deemed to be an amendment to the TRANSACTION AGREEMENT  pursuant to Section 20.8 of the TRANSACTION AGREEMENT and Section 7.7 of the  CONSULTING AGREEMENT.  Except as expressly set forth herein, this SIDE LETTER  does not, by implication or otherwise, alter, modify, amend or in any way affect any of  the terms, conditions, obligations, covenants or agreements contained in the  TRANSACTION AGREEMENT or the CONSULTING AGREEMENT.  6. Effective Date. This SIDE LETTER shall be effective as of January 1,  2021 (the “EFFECTIVE DATE”).   





 






         7. Governing Law; Jurisdiction.  All matters arising under or related to this  SIDE LETTER are governed by applicable law as provided in the TRANSACTION  AGREEMENT and the CONSULTING AGREEMENT.  8. Conflict of Terms.  If there is a conflict of terms between the  TRANSACTION AGREEMENT and the CONSULTING AGREEMENT, the  TRANSACTION AGREEMENT governs.  9. Counterparts.  This SIDE LETTER may be executed in multiple  counterparts (any one of which need not contain the signatures of more than one  PARTY), each of which will be deemed to be an original but all of which taken together  will constitute one and the same agreement.  This SIDE LETTER, to the extent signed  and delivered by means of a facsimile machine or other electronic transmission, will be  treated in all manner and respects as an original agreement and will be considered to  have the same binding legal effects as if it were the original signed version thereof  delivered in person.    [Signature page follows.]    





 






     IN WITNESS WHEREOF, the parties have caused this SIDE LETTER to be  executed as of the day and year first written above (the “EFFECTIVE DATE”).      Sincerely,    THE PROCTER & GAMBLE COMPANY        By:  /s/ Brian Fitzgerald     Name:  Brian Fitzgerald    Title:     SVP-Global Business Development    Accepted and agreed:  PURECYCLE TECHNOLOGIES, LLC        By:   /s/ Michael Otworth     Name:  Mike Otworth    Title:  CEO