bioa-ex101_192.htm





BIOAMBER SARNIA INC.

 

PROJECT #: 509040

 
 
 

 

Exhibit 10.1

PROSPERITY INITIATIVE AMENDING AGREEMENT #5

This Amending Agreement made on March 16, 2017

 

 

Between:        HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

(“Her Majesty”) hereby represented by the Minister responsible for the Federal Economic Development Agency for Southern Ontario (“Minister”)

 

 


	
 
	
And:
	
BIOAMBER SARNIA INC. (“Recipient”), a corporation incorporated under the laws of Canada
	
 




 

(collectively referred to as the “Parties”)

 

 

WHEREAS the Minister and the Recipient entered into a contribution agreement dated September 16, 2011 under the Prosperity Initiative, as amended by an Amending Agreement # 1 dated March 26, 2012, amended by an Amending Agreement #2 dated March 15, 2013, amended by an Amending Agreement #3 dated May 22, 2014 and amended by an Amending Agreement #4 dated March 6, 2015 collectively, the (“Contribution Agreement”) whereby the Minister agreed to make a repayable contribution to the Recipient in the maximum amount of $12,000,000;

 

WHEREAS the Parties wish to make certain amendments to the Contribution Agreement

 

NOW THEREFORE in consideration of their respective obligations contained herein, the Parties agree to the following:

 


	
 
	
1.
	
Interpretation




 

All capitalized terms used and not otherwise defined herein will have the meanings given to them in the Contribution Agreement.

 

 


	
 
	
2.
	
Execution




 

This Amending Agreement must be executed by the Recipient and received by the Minister within thirty (30) days of its signature on behalf of the Minister, failing which the Minister may declare it will be null and void.

 

 


	
 
	
3.
	
Amendment




 


	
 
	
3.1
	
In the Contribution Agreement, Subsection 6.7 (a) is hereby deleted and replaced by the following new Subsection 6.7 (a):
	
 




 

“(a) The Recipient shall repay the Contribution to Her Majesty in accordance with the repayment schedule attached hereto as Annex 7 – Repayment Schedule.

 


	
 
	
3.2
	
In the Contribution Agreement, Subsection 6.7 (b) is hereby deleted and replaced by the following new Subsection 6.7 (b):
	
 




 

“(b) The amount described in Annex 7 is calculated to repay the outstanding balance of the Contribution”.

 


	
 
	
3.3
	
In the Contribution Agreement, Annex 7 is hereby deleted and replaced by the revised Annex 7 attached hereto as Schedule 1.
	
 




 



Page 1 of 4

 
 




BIOAMBER SARNIA INC.

 

PROJECT #: 509040

 
 
 

 


	
 
	
4.
	
General




 


	
 
	
4.1
	
The Contribution Agreement and this Amending Agreement will henceforth be read together and will have the effect as if all the provision of such agreements were contained in one instrument.
	
 




 


	
 
	
4.2
	
Except for the amendments expressly set forth in this Amending Agreement, the other terms and provisions of the Contribution Agreement remains unchanged.
	
 




 


	
 
	
4.3
	
This Amending Agreement is governed by the laws of the Province of Ontario.




 


	
 
	
4.4
	
This Amending Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitutes one and the same instrument.
	
 




 


	
 
	
4.5
	
Each of the Parties shall, at the request of the other Party to this Amending Agreement, execute such documents and do such acts as may be reasonably required to carry out the terms of this Amending Agreement.
	
 




 


	
 
	
4.6
	
This agreement shall enure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assigns.
	
 




 

 

 

IN WITNESS WHEREOF the Parties hereto have executed this Amending Agreement through duly authorized representatives.

 

 

HER MAJESTY THE QUEEN IN RIGHT OF CANADA

 

 

 

 



	
 
	
Per:
	
 /s/ Navdeep Bains The Honourable Navdeep Bains, P.C., M.P. Federal Economic Development Agency for Southern Ontario



 

 

 

BIOAMBER SARNIA INC.

 

 

 

	
 
	
Per:
	
 /s/ Mike Hartmann Mike Hartmann



President

 

I have authority to bind the corporation

 

 

 

	
 
	
Per:
	
 /s/ Fabrice Orecchioni Fabrice Orecchioni
	
 



	
 
	

	
Chief Operations Officer
	
 



  BioAmber Sarnia Inc.

 

I have authority to bind the corporation.





Date: February 27, 2017

 

 

 

 

 

 

 

 

 

 

Date: March 16, 2017

 

 

 

 

 

 

 

Date: March 16, 2017



 



Page 2 of 4

 
 




BIOAMBER SARNIA INC.

 

PROJECT #: 509040

 
 
 

 

Schedule 1Annex 7

 

PROSPERITY INITIATIVE

 

Recipient Name: BioAmber Sarnia Inc.Project Number: 509040

 

 


					
	
Payment #
	
Date of payment
	
Payment Amount
	
Total Paid
	
Total Outstanding

	
0
	
 
	
 
	
 
	
$12,000,000.00

	
1
	
01-Oct-15
	
$200,000.00
	
$200,000.00
	
$11,800,000.00

	
2
	
01-Nov-15
	
$200,000.00
	
$400,000.00
	
$11,600,000.00

	
3
	
01-Dec-15
	
$200,000.00
	
$600,000.00
	
$11,400,000.00

	
4
	
01-Jan-16
	
$200,000.00
	
$800,000.00
	
$11,200,000.00

	
5
	
01-Feb-16
	
$200,000.00
	
$1,000,000.00
	
$11,000,000.00

	
6
	
01-Mar-16
	
$200,000.00
	
$1,200,000.00
	
$10,800,000.00

	
7
	
01-Apr-16
	
$200,000.00
	
$1,400,000.00
	
$10,600,000.00

	
8
	
01-May-16
	
$200,000.00
	
$1,600,000.00
	
$10,400,000.00

	
9
	
01-Jun-16
	
$200,000.00
	
$1,800,000.00
	
$10,200,000.00

	
10
	
01-Jul-16
	
$200,000.00
	
$2,000,000.00
	
$10,000,000.00

	
11
	
01-Aug-16
	
$200,000.00
	
$2,200,000.00
	
$9,800,000.00

	
12
	
01-Sep-16
	
$200,000.00
	
$2,400,000.00
	
$9,600,000.00

	
13
	
01-Oct-16
	
$200,000.00
	
$2,600,000.00
	
$9,400,000.00

	
14
	
01-Nov-16
	
$200,000.00
	
$2,800,000.00
	
$9,200,000.00

	
15
	
01-Dec-16
	
$200,000.00
	
$3,000,000.00
	
$9,000,000.00

	
16
	
01-Jan-17
	
$0.00
	
$3,000,000.00
	
$9,000,000.00

	
17
	
01-Feb-17
	
$0.00
	
$3,000,000.00
	
$9,000,000.00

	
18
	
01-Mar-17
	
$0.00
	
$3,000,000.00
	
$9,000,000.00

	
19
	
01-Apr-17
	
$50,000.00
	
$3,050,000.00
	
$8,950,000.00

	
20
	
01-May-17
	
$0.00
	
$3,050,000.00
	
$8,950,000.00

	
21
	
01-Jun-17
	
$0.00
	
$3,050,000.00
	
$8,950,000.00

	
22
	
01-Jul-17
	
$0.00
	
$3,050,000.00
	
$8,950,000.00

	
23
	
01-Aug-17
	
$50,000.00
	
$3,100,000.00
	
$8,900,000.00

	
24
	
01-Sep-17
	
$0.00
	
$3,100,000.00
	
$8,900,000.00

	
25
	
01-Oct-17
	
$0.00
	
$3,100,000.00
	
$8,900,000.00

	
26
	
01-Nov-17
	
$0.00
	
$3,100,000.00
	
$8,900,000.00

	
27
	
01-Dec-17
	
$50,000.00
	
$3,150,000.00
	
$8,850,000.00

	
28
	
01-Jan-18
	
$0.00
	
$3,150,000.00
	
$8,850,000.00

	
29
	
01-Feb-18
	
$0.00
	
$3,150,000.00
	
$8,850,000.00

	
30
	
01-Mar-18
	
$0.00
	
$3,150,000.00
	
$8,850,000.00

	
31
	
01-Apr-18
	
$50,000.00
	
$3,200,000.00
	
$8,800,000.00

	
32
	
01-May-18
	
$50,000.00
	
$3,250,000.00
	
$8,750,000.00

	
33
	
01-Jun-18
	
$50,000.00
	
$3,300,000.00
	
$8,700,000.00

	
34
	
01-Jul-18
	
$50,000.00
	
$3,350,000.00
	
$8,650,000.00

	
35
	
01-Aug-18
	
$50,000.00
	
$3,400,000.00
	
$8,600,000.00

	
36
	
01-Sep-18
	
$50,000.00
	
$3,450,000.00
	
$8,550,000.00

	
37
	
01-Oct-18
	
$50,000.00
	
$3,500,000.00
	
$8,500,000.00

	
38
	
01-Nov-18
	
$50,000.00
	
$3,550,000.00
	
$8,450,000.00

	
39
	
01-Dec-18
	
$50,000.00
	
$3,600,000.00
	
$8,400,000.00

	
40
	
01-Jan-19
	
$50,000.00
	
$3,650,000.00
	
$8,350,000.00

	
41
	
01-Feb-19
	
$50,000.00
	
$3,700,000.00
	
$8,300,000.00

	
42
	
01-Mar-19
	
$50,000.00
	
$3,750,000.00
	
$8,250,000.00

	
43
	
01-Apr-19
	
$100,000.00
	
$3,850,000.00
	
$8,150,000.00

	
44
	
01-May-19
	
$100,000.00
	
$3,950,000.00
	
$8,050,000.00

	
45
	
01-Jun-19
	
$100,000.00
	
$4,050,000.00
	
$7,950,000.00

	
46
	
01-Jul-19
	
$100,000.00
	
$4,150,000.00
	
$7,850,000.00

	
47
	
01-Aug-19
	
$100,000.00
	
$4,250,000.00
	
$7,750,000.00

	
48
	
01-Sep-19
	
$100,000.00
	
$4,350,000.00
	
$7,650,000.00

	
49
	
01-Oct-19
	
$100,000.00
	
$4,450,000.00
	
$7,550,000.00

	
50
	
01-Nov-19
	
$100,000.00
	
$4,550,000.00
	
$7,450,000.00

	
51
	
01-Dec-19
	
$100,000.00
	
$4,650,000.00
	
$7,350,000.00

	
52
	
01-Jan-20
	
$100,000.00
	
$4,750,000.00
	
$7,250,000.00

	
53
	
01-Feb-20
	
$100,000.00
	
$4,850,000.00
	
$7,150,000.00

	
54
	
01-Mar-20
	
$100,000.00
	
$4,950,000.00
	
$7,050,000.00

	
55
	
01-Apr-20
	
$150,000.00
	
$5,100,000.00
	
$6,900,000.00

	
56
	
01-May-20
	
$150,000.00
	
$5,250,000.00
	
$6,750,000.00

	
57
	
01-Jun-20
	
$150,000.00
	
$5,400,000.00
	
$6,600,000.00

	
58
	
01-Jul-20
	
$150,000.00
	
$5,550,000.00
	
$6,450,000.00

	
59
	
01-Aug-20
	
$150,000.00
	
$5,700,000.00
	
$6,300,000.00

	
60
	
01-Sep-20
	
$150,000.00
	
$5,850,000.00
	
$6,150,000.00




 



Page 3 of 4

 
 




BIOAMBER SARNIA INC.

 

PROJECT #: 509040

 
 
 

 


					
	
61
	
01-Oct-20
	
$150,000.00
	
$6,000,000.00
	
$6,000,000.00

	
62
	
01-Nov-20
	
$150,000.00
	
$6,150,000.00
	
$5,850,000.00

	
63
	
01-Dec-20
	
$150,000.00
	
$6,300,000.00
	
$5,700,000.00

	
64
	
01-Jan-21
	
$150,000.00
	
$6,450,000.00
	
$5,550,000.00

	
65
	
01-Feb-21
	
$150,000.00
	
$6,600,000.00
	
$5,400,000.00

	
66
	
01-Mar-21
	
$150,000.00
	
$6,750,000.00
	
$5,250,000.00

	
67
	
01-Apr-21
	
$150,000.00
	
$6,900,000.00
	
$5,100,000.00

	
68
	
01-May-21
	
$150,000.00
	
$7,050,000.00
	
$4,950,000.00

	
69
	
01-Jun-21
	
$150,000.00
	
$7,200,000.00
	
$4,800,000.00

	
70
	
01-Jul-21
	
$150,000.00
	
$7,350,000.00
	
$4,650,000.00

	
71
	
01-Aug-21
	
$150,000.00
	
$7,500,000.00
	
$4,500,000.00

	
72
	
01-Sep-21
	
$150,000.00
	
$7,650,000.00
	
$4,350,000.00

	
73
	
01-Oct-21
	
$150,000.00
	
$7,800,000.00
	
$4,200,000.00

	
74
	
01-Nov-21
	
$150,000.00
	
$7,950,000.00
	
$4,050,000.00

	
75
	
01-Dec-21
	
$150,000.00
	
$8,100,000.00
	
$3,900,000.00

	
76
	
01-Jan-22
	
$150,000.00
	
$8,250,000.00
	
$3,750,000.00

	
77
	
01-Feb-22
	
$150,000.00
	
$8,400,000.00
	
$3,600,000.00

	
78
	
01-Mar-22
	
$150,000.00
	
$8,550,000.00
	
$3,450,000.00

	
79
	
01-Apr-22
	
$150,000.00
	
$8,700,000.00
	
$3,300,000.00

	
80
	
01-May-22
	
$150,000.00
	
$8,850,000.00
	
$3,150,000.00

	
81
	
01-Jun-22
	
$150,000.00
	
$9,000,000.00
	
$3,000,000.00

	
82
	
01-Jul-22
	
$150,000.00
	
$9,150,000.00
	
$2,850,000.00

	
83
	
01-Aug-22
	
$150,000.00
	
$9,300,000.00
	
$2,700,000.00

	
84
	
01-Sep-22
	
$150,000.00
	
$9,450,000.00
	
$2,550,000.00

	
85
	
01-Oct-22
	
$150,000.00
	
$9,600,000.00
	
$2,400,000.00

	
86
	
01-Nov-22
	
$150,000.00
	
$9,750,000.00
	
$2,250,000.00

	
87
	
01-Dec-22
	
$150,000.00
	
$9,900,000.00
	
$2,100,000.00

	
88
	
01-Jan-23
	
$150,000.00
	
$10,050,000.00
	
$1,950,000.00

	
89
	
01-Feb-23
	
$150,000.00
	
$10,200,000.00
	
$1,800,000.00

	
90
	
01-Mar-23
	
$150,000.00
	
$10,350,000.00
	
$1,650,000.00

	
91
	
01-Apr-23
	
$150,000.00
	
$10,500,000.00
	
$1,500,000.00

	
92
	
01-May-23
	
$150,000.00
	
$10,650,000.00
	
$1,350,000.00

	
93
	
01-Jun-23
	
$150,000.00
	
$10,800,000.00
	
$1,200,000.00

	
94
	
01-Jul-23
	
$150,000.00
	
$10,950,000.00
	
$1,050,000.00

	
95
	
01-Aug-23
	
$150,000.00
	
$11,100,000.00
	
$900,000.00

	
96
	
01-Sep-23
	
$150,000.00
	
$11,250,000.00
	
$750,000.00

	
97
	
01-Sep-23
	
$150,000.00
	
$11,400,000.00
	
$600,000.00

	
98
	
01-Oct-23
	
$150,000.00
	
$11,550,000.00
	
$450,000.00

	
99
	
01-Nov-23
	
$150,000.00
	
$11,700,000.00
	
$300,000.00

	
100
	
01-Dec-23
	
$150,000.00
	
$11,850,000.00
	
$150,000.00

	
101
	
01-Jan-24
	
$150,000.00
	
$12,000,000.00
	
$0.00

	
Totals
	
 
	
$12,000,000.00
	
$12,000,000.00
	
 




 



Page 4 of 4