Common use of Authority; Binding Nature of Agreements Clause in Contracts

Authority; Binding Nature of Agreements. Each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate has, or prior to its execution will have, all requisite corporate (or other applicable Entity) power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or it will become, a party and to carry out the provisions of this Agreement and such Ancillary Agreements. The execution, delivery and performance by each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate of this Agreement and each of the Ancillary Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party, its board of directors and shareholders. BioAmber has delivered, or prior to its execution will deliver, to Mitsui true and complete copies of the resolutions adopted by its board of directors and shareholders approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is or it will become a party and the transactions contemplated hereby and thereby. Each of the BioAmber Parties and the Company has duly and validly executed and delivered this Agreement and each Ancillary Agreement to which it is a party, and it (or its applicable Affiliate) will duly and validly execute and deliver each other Ancillary Agreement to which it will become a party. Each of this Agreement and the Ancillary Agreements to which each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate is or will become a party constitutes, or upon its execution will constitute, the legal, valid and binding obligation of each such party, enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity.

Authority; Binding Nature of Agreements. Each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate has, or prior to its execution will have, Seller has all requisite corporate (or other applicable Entity) power and authority to execute enter into this Agreement, the Related Agreements and deliver this Agreement the other agreements, instruments, and each Ancillary Agreement documents to be executed and delivered in connection herewith and therewith to which it isSeller is (or becomes) a party, or it will becomeand, a party subject to the approval of Seller’s stockholders in accordance with Section 6.6, to consummate the Transactions. Except as contemplated by Section 6.6, the execution and to carry out the provisions delivery of this Agreement and such Ancillary Agreements. The execution, delivery and performance by each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate of this Agreement and each of the Ancillary Related Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party, its board of directors and shareholders. BioAmber has delivered, or prior to its execution will deliver, to Mitsui true and complete copies of the resolutions adopted by its board of directors and shareholders approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is or it will become a party and the transactions contemplated hereby and thereby. Each of the BioAmber Parties and the Company has duly and validly executed and delivered this Agreement and each Ancillary Agreement to which it Seller is a party, and it (the consummation of the Transactions by Seller, including the sale of the Acquired Assets, have been duly authorized by all necessary corporate action, if required, and, except as contemplated by Section 6.6, no further corporate or its applicable Affiliate) will duly and validly execute and deliver each other Ancillary stockholder action is required on the part of Seller to authorize this Agreement or any Related Agreements to which it Seller is a party or the Transactions or for Seller to perform its obligations under this Agreement or any other Related Agreements. This Agreement has been duly executed and delivered by Seller and the other Related Agreements will become a party. Each be duly executed and delivered by Seller, and, assuming the due execution and delivery of this Agreement by Purchaser and of the Related Agreements by the counterparties thereto, this Agreement constitutes, and the Ancillary Related Agreements to which when so executed and delivered will each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate is or will become a party constitutes, or upon its execution will constitute, the legal, a valid and legally binding obligation of each such partySeller, enforceable against such party it in accordance with its their respective terms, except as enforceability may be limited affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles related Laws relating to or limiting affecting creditors’ rights generally generally, and general equitable principles (whether considered in a Legal Proceeding in equity or at Law) (the “Enforceability Exception”). The Stockholder Written Consent, when executed and delivered by general principles the Consenting Stockholders in accordance with Section 6.6, shall be signed by holders of equitySeller Common Stock having not less than the minimum number of votes necessary to approve the consummation of the Transactions by Seller’s stockholders by written consent under applicable Law (including Section 271 of the Delaware General Corporation Law) and Seller’s Organizational Documents.

Authority; Binding Nature of Agreements. Each of the BioAmber Parties, the The Company and any other applicable BioAmber Affiliate has, or prior to its execution will have, all requisite corporate (or other applicable Entity) has full power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or it will become, a party and to carry out the provisions of this Agreement and such Ancillary Agreements. The execution, delivery and performance by each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate of this Agreement and each of the Ancillary Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party, its board of directors and shareholders. BioAmber has delivered, or prior to its execution will deliver, to Mitsui true and complete copies of the resolutions adopted by its board of directors and shareholders approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is or it will become a party and the transactions contemplated hereby to perform its obligations hereunder and therebythereunder. Each of the BioAmber Parties The execution and delivery by the Company has duly and validly executed and delivered this Agreement and each Ancillary Agreement to which it is a party, and it (or its applicable Affiliate) will duly and validly execute and deliver each other Ancillary Agreement to which it will become a party. Each of this Agreement and the Ancillary Agreements to which each it is a party and the performance by the Company of the BioAmber Partiestransactions contemplated hereby and thereby have been duly approved by all requisite limited liability [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Company Securities and any Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. company or other applicable BioAmber Affiliate is or will become a party constitutesaction of the Company. Assuming the due authorization, or upon its execution will constituteand delivery of this Agreement by Buyer, this Agreement constitutes the legal, valid and legally binding obligation of each such partythe Company, enforceable against such party it in accordance with its termsthe terms of this Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights affecting creditors generally and by general principles the availability of equityequitable remedies. Assuming the due authorization, execution and delivery by the other parties thereto, upon the execution and delivery by the Company of each Ancillary Agreement to which it is a party, such Ancillary Agreement will constitute the valid and legally binding obligation of the Company, enforceable against it in accordance with the terms of such Ancillary Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. The Company is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental Body in order to consummate the transactions contemplated by this Agreement or the Ancillary Agreements to which the Company is a party.

Authority; Binding Nature of Agreements. Each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate has, or prior to its execution will have, all requisite corporate (or other applicable Entitya) power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or it will become, a party and to carry out the provisions of this Agreement and such Ancillary Agreements. The execution, delivery and performance by each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate of this Agreement and each of the Ancillary Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party, its board of directors and shareholders. BioAmber has delivered, or prior to its execution will deliver, to Mitsui true and complete copies of the resolutions adopted by its board of directors and shareholders approving the execution, delivery and performance of this Agreement, Agreement and all other agreements and instruments contemplated to be executed and delivered by the Ancillary Agreements to which it is or it will become a party and Company in connection herewith have been duly authorized by all necessary corporate action on the transactions contemplated hereby and thereby. Each part of the BioAmber Parties Company and its board of directors (the "Board"). The Company has all requisite legal and corporate power and authority ----- to sell and issue the Shares hereunder and to issue the shares of common stock of the Company, par value $0.01 per share, issuable upon conversion of the Shares (the "Conversion Stock") and to carry out and perform its obligations ---------------- under the terms of this Agreement. (b) The Conversion Stock has been duly and validly executed and delivered this Agreement and each Ancillary Agreement to which it is a partyreserved and, and it (or its applicable Affiliate) will duly and validly execute and deliver each other Ancillary Agreement to which it will become a party. Each when issued in compliance with the terms of this Agreement and the Ancillary Agreements Restated Certificate, will be validly issued, fully paid and nonassessable, and will have the rights, preferences and privileges described in the Restated Certificate and the Certificate of Designation. The Shares will be delivered to which each Purchaser free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon or by virtue of Purchaser; provided, however, that the BioAmber Parties, Shares and -------- ------- the Conversion Stock are subject to restrictions on transfer under state and/or federal securities laws as set forth herein and in the Registration Rights Agreement between the Company and Purchaser dated the date hereof (the "Registration Rights Agreement"). Except as set forth in the Restated ----------------------------- Certificate and the Certificate of Designation, the Shares and the Conversion Stock are not subject to any preemptive rights or rights of first refusal. (c) This Agreement and all other applicable BioAmber Affiliate is or will become a party constitutes, or upon its execution will constitute, agreements and instruments contemplated to be executed and delivered by the Company in connection herewith constitute the legal, valid and binding obligation obligations of each such partythe Company, enforceable against such party the Company in accordance with its their terms, except as to the extent that enforceability may be limited by applicable bankruptcy, merger, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other laws affecting the enforcement of the rights of creditors and other similar laws and equitable principles related to or limiting creditors’ rights obligees generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity, and by limitations on indemnification due to public policy considerations.

Authority; Binding Nature of Agreements. Each of (a) The Seller has the BioAmber Partiesabsolute and unrestricted right, the Company and any other applicable BioAmber Affiliate has, or prior to its execution will have, all requisite corporate (or other applicable Entity) power and authority to execute enter into and deliver this Agreement and to perform its obligations under each Ancillary Agreement of the Transactional Agreements to which it is, is or it will become, may become a party party; and to carry out the provisions of this Agreement and such Ancillary Agreements. The execution, delivery and performance by each the Seller of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate of this Agreement and each of the Ancillary Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party, its board of directors and shareholders. BioAmber has delivered, or prior to its execution will deliver, to Mitsui true and complete copies of the resolutions adopted by its board of directors and shareholders approving the execution, delivery and performance of this Agreement, the Ancillary Transactional Agreements to which it is or it will may become a party and have been duly authorized by all necessary action on the transactions contemplated hereby and thereby. Each part of the BioAmber Parties Seller and the Company has duly its shareholders, board of directors and validly executed and delivered this officers. This Agreement and each Ancillary Agreement to which it is a party, and it (or its applicable Affiliate) will duly and validly execute and deliver each other Ancillary Agreement to which it will become a party. Each of this Agreement and the Ancillary Agreements to which each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate is or will become a party constitutes, or upon its execution will constitute, constitutes the legal, valid and binding obligation of each such partythe Seller, enforceable against such party the Seller in accordance with its terms, except as may be limited by bankruptcysubject only to the effect, insolvencyif any, reorganization, moratorium of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable principles related remedies. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller and will be enforceable against the Seller in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) Celestial China has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or limiting creditors’ may become a party; and the execution, delivery and performance by Celestial China of the Transactional Agreements to which it is or may become a party have been duly authorized by all necessary action on the part of Celestial China and its shareholders, board of directors and officers. Upon the execution of each of the Transactional Agreements at the Closing, each of such Transactional Agreements to which Celestial China is a party will constitute the legal, valid and binding obligation of Celestial China and will be enforceable against Celestial China in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights generally of creditors generally, and by general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies. (c) Contemporaneously with the execution and delivery of this Agreement, the shareholders of the Seller listed on Schedule 2.26(c) (collectively, the “Major Shareholders”) have executed and delivered to IP Purchaser voting agreements (“Voting Agreements”) of even date herewith substantially in the form of EXHIBIT F.