Instalments Nos. Amount of Instalment 1-59 $165,000.00 60 $265,000.00

FINANCING PURPOSE

Working Capital for Growth

$35,000,000.00

$35,000,000.00

FUNDING

BDCC

Mitsui Equity Investment

$10,000,000.00

$25,000,000.00

$35,000,000.00

BORROWER:

BioAmber Sarnia Inc. (the “Borrower”).

FINANCING AMOUNT:

$10,000,000.00, in Canadian currency.

INTEREST RATE:

The Financing and all other amounts owing by the Financing Parties pursuant to the Financing Documents shall bear interest at the following rate:

Fixed Rate

13.0% per year, being BDCC’s Base Rate of 5.050% per year plus a variance (the “Variance”) of 7.950% per year.

The Interest Expiration Date for this fixed interest rate plan is February 15, 2022.

INTEREST CALCULATION:

Interest shall be calculated daily on the outstanding principal, commencing on the date of the first disbursement, both before and after maturity, default and judgment.

Interest on outstanding principal arrears shall bear interest at the rate applicable to the Financing. Arrears of interest or interest on additional return and other amounts owing by the Financing Parties pursuant to the Financing Documents shall bear interest at the BDCC’s Base Rate plus 5%. In any event, interest on arrears shall be calculated daily and compounded monthly.

MATURITY DATE:

March 15, 2022 or the date on which the last principal payment hereunder is scheduled to be made, which ever date comes last (the “Maturity Date”).

REPAYMENT:

Instalments and Balloon Payment

Principal of the Financing shall be  payable by way of equal consecutive monthly instalments of $165,000.00 commencing on April 15, 2017 and continuing up to and including February 15, 2022 and by way of one balloon payment of $265,000.00, payable on the Maturity Date.  The amounts of the principal instalments are as follows:

Instalments Nos.

Amount of Instalment

1-59

$165,000.00

60

$265,000.00

Interest is payable monthly in arrears on the 15th day of the month (the “Payment Date”) commencing on the next occurring Payment Date following the first advance on the Financing.

On the Maturity Date, the balance of the Financing in principal and interest and all other amounts owing pursuant to the Financing Documents will become due and payable.

Instalments Nos.

Amount of Instalment

1-59

$165,000.00

60

$265,000.00

Instalments Nos.

Amount of Instalment

1-59

$165,000.00

60

$265,000.00

PREPAYMENT:

The Borrower may prepay at any time all or part of the outstanding principal provided that the Borrower pays to BDCC:

(i)the full or partial amount of the Financing, as applicable,

(ii)all interest, any fixed component of the additional return and any other expenses then due, and

(iii)the Prepayment Bonus.

Partial prepayments shall be applied regressively on the then last maturing instalments of principal.

The occurrence of any event of default listed in Schedule A – Section V resulting in BDCC demanding repayment of the Financing prior to the Maturity Date will be deemed to be a prepayment, and the Borrower will pay to BDCC:

(iv)the outstanding balance of the Financing,

(v)all interest, any fixed component of the additional return and any other expenses then due, and

(vi)the Prepayment Bonus.

Notwithstanding any event of default or any prepayment of the Financing, in whole or in part, prior to the Maturity Date, any variable component of the additional return of the Financing (bonus, royalties or other, if applicable) remains payable when due, as herein set forth, until maturity as if the Financing had not been repaid or deemed to be repaid prior to the Maturity Date and all obligations related thereto as well as any security granted in connection therewith shall remain in full force and effect until all such obligations are fully satisfied, whether such obligations arise from the present agreement or from any security granted in connection thereto.

SECURITY:

As collateral security for the fulfilment of all present and future obligations of the Borrower, each of the Financing Parties, as applicable, shall provide BDCC with the following security or guarantees (collectively the “Security”), namely:

a)a General Security Agreement, granting a general and continuing security interest in all of the Borrower’s present and after acquired personal property and, without limiting the foregoing, on all present and future assets of the Borrower related to intellectual property of the Borrower including, without limitation, patents, trademarks, domain names, source codes, licences and any other forms of intellectual property including those already known (the “Intellectual Property”). This security interest shall be subordinated in rank to the security granted in favour of: i) a financial consortium comprised of Comerica Bank, Export Development Canada and Farm Credit Canada for a senior secured loan in the principal amount of $20,000,000.00; and ii) Ministry of Economic Development, Employment and Infrastructure (Strategic Jobs and Investment Fund) for a secured loan in the principal amount of $15,000,000.00;

b)a third readvanceable mortgage on land (approx. 47,000 sq. ft.) (legally described as:

PIN ###-###-####(LT), DIVISION FROM ###-###-####

PART LOT 4, REGISTRAR’S COMPILED PLAN 725 DESIGNATED AS PARTS 24, 27 TO 31 INCLUSIVE, 33, 34 & 60, PLAN 25R-9996; S/T EASEMENT OVER PARTS 27, 28, 29, 33 & 60, PLAN 25R-9996 AS IN LA112234; T/W L682726, L758934, L758939, L758940, L758956, L758957, L758958, L919917, L919918, L919919, L919920; TOGETHER WITH AN EASEMENT OVER PARTS 6, 7, 18 TO 23, INCL., 25, 26, 32, 36 TO 38, INCL., 52, 53, 57 TO 59, INCL., & 61, PLAN 25R-9996 AS IN

LA112234; TOGETHER WITH AN EASEMENT OVER PART 7, PLAN 25R-5727 SAVE & EXCEPT PTS 1 TO 4, INCL., PLAN 25R-6556 & PTS 1 & 2, PLAN 25R-8237 AS IN LA112241; CITY OF SARNIA  

and buildings located at 1201 Vidal Street South, Sarnia, Ontario V7T 7V8 [building location survey or title insurance required]. The first mortgage holder is limited to $20,000,000.00 and the second mortgage holder is limited to $15,000,000.00  with no changes to any of the terms or conditions without the prior written consent of BDCC;

c)an assignment of the Technology License Agreement between the Borrower and BioAmber International S.A R.L., to BDCC of the intellectual property for the manufacture of crystalline bio-based succinic acid, enforceable upon the occurrence of an event of default under the terms of the Financing, and subject to the prior rights of i) the financial consortium comprised of Comerica Bank, Export Development Canada and Farm Credit Canada for the senior secured loan in the principal amount of $20,000,000.00; and ii) Ministry of Economic Development, Employment and Infrastructure (Strategic Jobs and Investment Fund) for the secured loan in the principal amount of $15,000,000.00;

d)an agreement from BioAmber International S.A R.L. to BDCC not to encumber the intellectual property which is licensed to the Borrower to secure any loan or other financing to or for the Borrower;

e)a Consent and Subordination Agreement between the Borrower, Lanxess Inc. and BDCC;

f)such other documents as BDCC may reasonably request in order to register and/or to perfect the Security to be granted to BDCC as provided hereunder.

All security documents shall be in form and substance satisfactory to BDCC and prepared by BDCC’s legal counsel.

CONDITIONS PRECEDENT TO DISBURSEMENT:

Any obligation to make any advance under the Letter of Offer is subject to the following conditions being fulfilled to the entire satisfaction of BDCC:

Receipt by BDCC of:

-The Security in form and substance satisfactory to BDCC, registered as required to perfect and maintain the validity and rank of the Security, and such certificates, authorizations, resolutions and legal opinions as BDCC may reasonably require, including legal opinions on the existence and corporate capacity of the Financing Parties as well as on the validity and enforceability of the Security;

-Written evidence, including evidence of payment, attesting that the Financing Parties have obtained all the other sources of financing, as applicable, on terms acceptable to BDCC, acting reasonably;

-Financial and other information relating to each Financing Party and their businesses as BDCC may reasonably require, including, without limiting the foregoing, for any disbursement occurring more than ninety (90) days after year end, the Borrower will provide BDCC with audited annual financial statements and the certificate of compliance provided to secured senior lenders; 

-Evidence and confirmation of the Mitsui & Co. Ltd. equity investment of $25,000,000.00 into the Borrower, on terms and conditions acceptable to BDCC, before or concurrent with the Financing;

-The financial consortium comprised of Comerica Bank, Export Development Canada and Farm Credit Canada to provide a waiver of the debt service coverage ratio financial covenant until September 30, 2017, satisfactory to BDCC;

-The financial consortium comprised of Comerica Bank, Export Development Canada and Farm Credit Canada, Ministry of Economic Development, Employment and Infrastructure (Strategic Jobs and Investment Fund), Sustainable Chemistry Alliance, and any other lenders with debt restrictions, to provide consent to the BDCC financing of $10,000,000.00 to the Borrower, satisfactory to BDCC;

-Verification that the coverage in place for property insurance, commercial general liability insurance and pollution liability insurance for the Borrower is satisfactory, by BDCC’s external counsel.

Completion to the satisfaction of BDCC of the following events:

-Legal due diligence of the Financing Parties.

Furthermore, without limiting the foregoing:

No Material Adverse Change in the financial situation of the Financing Parties or in the risk evaluation shall have occurred as at the date of any disbursement of the Financing and the Borrower shall provide updated in-house financial statements never older than 60 days which compare favourably with budgets provided and which show no Material Adverse Change in the financial situation of the Borrower since the last audited financial statements submitted to BDCC and the internal financial statements submitted to BDCC at the time of authorization. The Borrower shall provide BDCC with the compliance certificate provided to the secured senior lender.

All the representations and warranties made by the Borrower and its representatives shall be true and exact as at the date of any disbursement of the Financing and a certificate to that effect must be signed by the Borrower and its representatives prior to any such disbursement.

The Borrower shall have transferred in favour of BDCC all the rights which the Borrower holds in any all-risk insurance, including fire insurance, policies affecting its assets, BDCC being designated by the Borrower as loss payee on such policies for the full amount of the Financing, subject to the rights of the senior secured lenders.

The Financing Parties shall not be (i) in default pursuant to the terms of any other contract, agreement or obligation entered into or executed in favour of BDCC nor (ii) in default under any other agreement with any third party for the granting of a loan or other financial assistance.

UNDERLYING CONDITIONS:

So long as any amount owing pursuant to the Financing Documents remains unpaid, the following conditions shall be met:

a)Requested documents:

(i)The Borrower shall remit to BDCC its annual audited financial statements, within 120 days after the end of their respective financial year;

(ii)The Borrower shall remit to BDCC its internal  financial statements, on a monthly basis, on a separate basis, within 30 days after the end of each month;

(iii)The monthly internal  financial statements remitted to BDCC shall have a comparative section with the results of the corresponding period of the last financial year;

(iv)The Borrower shall remit to BDCC any compliance certificate for the secured senior lender on the applicable reporting period, within 45 days after the period end;

(v)The Borrower shall remit further to any change in the enterprise or on demand to BDCC (i) a corporate ownership chart, (ii) an organizational chart and (iii) an updated list of employees reporting to the President and CEO;

(vi)The Borrower shall remit annually to BDCC a listing of all aged accounts payable and accounts receivable with a copy of the approved annual budget;

(vii)From time to time, BDCC may request, and the Borrower shall provide to BDCC the financial statements of any parent or related companies.

b)Each of the Financing Parties must provide BDCC, as quickly as possible, with the financial statements and reports and any other financial information that BDCC may reasonably require from time to time;

c)Unfunded capital expenditures of the Borrower in excess of $250,000.00 per annum will require the prior written consent of BDCC;

d)The Borrower will not provide any guarantees to support any parent or related companies without the prior written consent of BDCC.

In addition, so long as any amount owing under or pursuant to this Letter of Offer or any other Financing Document remains unpaid, the financial ratios mentioned below must be met at all time by the Borrower, tested on a quarterly basis:

a)A Term Debt to Tangible Equity Ratio of a maximum of 0.85:1. For the calculation of the ratio, the Financing is considered Term Debt; and

b)A Debt Service Coverage ratio of at least 1.10:1, commencing the quarter ending September 30, 2017 and increasing to at least 1.50:1 for the quarter ending June 30, 2019 and thereafter. Debt Service Coverage will be equal to the sum of net income before interest, taxes, depreciation, amortization less any shareholder distributions and unfinanced capital expenditures divided by the current portion of long term secured debt (excluding unsecured debt) plus interest expense.

The above mentioned ratios shall be calculated on the basis of the financial statements of the Borrower.

BDCC agrees to reduce its interest rate variance by 1.0% provided the Borrower is in compliance with all terms and conditions of the Financing and in compliance with all terms and conditions of its financing with all other lenders, and EBITDA is at least $5,600,000.00 based on the December 31, 2016 audited financial statements of the Borrower. For the purposes here EBITDA shall mean earnings before interest, taxes, depreciation and amortization.

BDCC agrees to reduce its interest rate variance by 1.25% in the event that the second mortgage holder provides BDCC a priority position for the BDCC mortgage, subordinating and postponing its second mortgage to BDCC’s third mortgage.

The Borrower will not make any Distribution except for a Permitted Distribution or a Permitted Royalty Payment.

For the purposes hereof, “Distribution” means (i) the retirement, redemption, retraction, purchase, or other acquisition by the Borrower of any of its shares, (ii) the declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other property or otherwise, other than solely in shares) of, on or in respect of, the Borrower’s shares, (iii) any other payment or distribution (in cash, securities or other property, or otherwise, other than of its shares) by the Borrower of, on or in respect of any of its shares, (iv) all payments (in cash, assets, obligations or otherwise ) of principal of, interest on or other amounts with respect to, or other payments on account of, or the setting apart of money for a sinking fund or other analogous fund for, or the purchase, redemption, retirement or other acquisition of debt owing to the shareholders of the Borrower or any person that is not at arm’s length to the Borrower and each of its shareholders, (v) any advisory, administration, consulting, licensing or management or service fee or charge or any similar fee or charge or bonus payment paid or payable to shareholders of the Borrower or any person that is not at arm’s length to the Borrower and each of its shareholders, (vi) any payment by such person on account of any principal of any loans or advances owed by it to any shareholder of the Borrower or any person that is not at arm’s length to the Borrower and each of its shareholders, (vii) any loan, advance or other financial assistance provided to any shareholder of the Borrower or any person that is not at arm’s length to the Borrower and each of its shareholders, (viii) any transfer by the Borrower of any of its assets for consideration of less than the fair market value thereof to any shareholder of the Borrower or any person that is not at arm’s length to the Borrower and each of its shareholders, and/or (x) any other payment of any nature (but excluding additional capital stock of the Borrower) to any shareholder of the

Borrower or any person that is not  at arm’s length to the Borrower and each of its shareholders.

For the purposes hereof, “Permitted Distribution” means (i) a Distribution in respect of shares of the Borrower or (ii) any management or service fees or bonus payments paid by the Borrower to its shareholders or to BioAmber Inc. provided:

(a)no default or Event of Default has occurred and is continuing under the Financing and no default or Event of Default could reasonably be expected to occur under the Financing after giving effect to such proposed Permitted Distribution;

(b)no default or event of default has occurred and is continuing under the loans from the senior lenders to the Borrower and no default or event of default could reasonably be expected to occur under such loans after giving effect to such proposed Permitted Distribution;

(c)the Debt Service Coverage ratio is at least 1.50:1 both before and after any proposed Distribution;

(d)there are sufficient cash reserves on the balance sheet of the Borrower to meet the next sixty (60) days of projected operating costs; and

(e)a notice is provided to BDCC if the Borrower proposes to make a Permitted Distribution, not less than 10 business days prior to the proposed date of the Permitted Distribution. Such notice shall certify compliance by the Borrower with all conditions.

For the purposes hereof, “Permitted Royalty Payment” means the royalties due and payable to BioAmber International S.A R.L. pursuant to the amended and restated process and technology license agreement dated as of January 24, 2014 among the Borrower, BioAmber International S.A R.L. and BioAmber Inc. provided:

(a)no default or Event of Default has occurred and is continuing under the Financing and no default or Event of Default could reasonably be expected to occur under the Financing after giving effect to such proposed Permitted Royalty Payment;

(b)no default or event of default has occurred and is continuing under the loans from the senior lenders to the Borrower and no default or event of default could reasonably be expected to occur under such loans after giving effect to such proposed Permitted Royalty Payment;

(c)the Permitted Royalty Payment is permitted to be paid under the loan agreement dated June 20, 2014 between the Borrower and the financial consortium comprised of Comerica Bank, Export Development Canada and Farm Credit Canada.

Notwithstanding the restrictions contained in Schedule “A”, or anything to the contrary contained in this Letter of Offer or in any of the Security, a sale or transfer of shares in the capital of the Borrower between Mitsui & Co. Ltd. and BioAmber International S.A R.L. and the issuance of shares in the capital of the Borrower to either Mitsui & Co. Ltd. and BioAmber International S.A R.L. is permitted and shall not be deemed to constitute a Change of Control.

If:

(a)Mitsui & Co., Ltd. (“Mitsui”) guarantees the term credit facility in the principal      

amount of $20,000,000.00 (the “Senior Loan”) in favour of the financial consortium comprised of Comerica Bank, Export Development Canada and Farm Credit Canada (the “Consortium”); and

(b)either (i) Mitsui fully repays the Senior Loan, or (ii) Mitsui advances a loan to the Borrower and the Borrower forthwith after receipt from Mitsui of such loan fully repays the Senior Loan; and 

(c)all the terms and conditions of the loan owing to Mitsui (the “Mitsui Loan”) are no less favourable to the Borrower than the terms and conditions of the Senior Loan, (provided that the interest rate under the Mitsui Loan shall be as mutually agreed by Mitsui and BioAmber Inc., based on the range between the interest rate in effect at the time under the Senior Loan and the rate offered by BDCC), including the non-accelerated repayment schedule and security (other than any rights or benefits under any intercreditor agreement with BDCC);

Then:

The Borrower shall be permitted to make the regular non-accelerated non-default payments of principal and interest to Mitsui under the Mitsui Loan in the same manner as the Senior Loan, which payments shall be a Permitted Distribution. Furthermore, if thereafter BioAmber  Inc. or BioAmber International S.A R.L makes an equity contribution to the Borrower (the “BioAmber Equity Contribution” ) for the sole purpose of repaying all or any part of the outstanding amount of the Mitsui Loan which has not been converted to equity, then an amount not exceeding the BioAmber Equity Contribution shall be permitted to be used by the Borrower to repay the Mitsui Loan, within 60 days after receipt by the Borrower of the BioAmber Equity Contribution, which repayment to Mitsui shall be a Permitted Distribution.

DISBURSEMENT:

Unless otherwise authorized and except for refinancing of BDCC loans, funds will be disbursed to BDCC’s legal counsel who will confirm to BDCC the execution, delivery and registration of the security. The latter may, if they have provided their final invoicing concurrently with the above confirmation, pay it from the disbursed funds. Any subsequent fees or disbursement shall be collected directly from the Borrower.

BDCC may cancel any portion of the Financing which has not been disbursed after six months from February 16, 2016 (the “Authorization Date”).

FEES:

Cancellation Fee

Unless the Financing has been disbursed by February 16, 2017 (the “Lapsing Date”), the Borrower shall pay BDCC a cancellation fee of $500,000.00.

In case of partial disbursement not already provided for in this Letter of Offer, any part of the Financing that has not been disbursed by the Lapsing Date will be cancelled. If more than 50% of the Financing is cancelled, the Borrower shall pay a prorated part of the above stated cancellation fee proportionate to the percentage of the Financing cancelled.  

The cancellation fee is payable on demand and is liquidated damages, not a penalty, and represents a reasonable estimate of BDCC's damages should the Financing be cancelled or allowed to lapse in whole or in part.

Standby Fee

Commencing nine months after the Authorization Date, the Borrower shall pay BDCC a non-refundable standby fee calculated at a rate of 3.0% per annum on the portion of the

Financing which has not been advanced.  This fee shall be calculated daily and be payable in arrears commencing on the next occurring Payment Date and on each Payment Date thereafter.

Financing Management Fee

The Borrower shall pay BDCC a non-refundable management fee of $250.00 per month. This management fee is payable on the date of the first Payment Date following the advance of the Financing and monthly on each Payment Date thereafter, until the Maturity Date.

Legal Fees and Expenses

The Borrower shall pay all legal fees and expenses of BDCC incurred in connection with the Financing and the Financing Documents including the enforcement of the Financing and the Financing Documents.  All legal fees and expenses of BDCC in connection with any amendment or waiver related to the foregoing shall also be for the account of the Borrower.

The Borrower’s obligation to indemnify BDCC under this Section continues before and after default and notwithstanding repayment of the Financing or discharge of any part or all of the Security.

REPRESENTATIONS AND WARRANTIES:

The Borrower makes the representations and warranties in Schedule A – Section III.  These representations and warranties shall survive the execution of the Letter of Offer and shall continue in force and effect until the full payment and performance of all obligations of the Financing Parties pursuant to the Financing Documents.

COVENANTS:

So long as any amount owing pursuant to the Financing Documents remains unpaid, the Borrower shall perform the covenants set forth in Schedule “A” – Section IV.

Without limiting the above, the Borrower will notify BDCC of its intent to use IFRS and acknowledges, by undertaking to sign the resulting amended forms or contracts, that there may be modifications required to the calculation of EBITDA, Excess Available Funds, required ratios and to other pertinent calculations to ensure the spirit of the underlying conditions is maintained.

EVENTS OF DEFAULT:

The occurrence of any of the events listed in Schedule A – Section V constitutes an event of default under the Letter of Offer.  If a default occurs, any obligation of BDCC to make any advance, shall, at BDCC’s option, terminate and BDCC may, at its option, demand immediate payment of the Financing and enforce any security, the whole without any prejudice to the covenants of the Financing Parties to pay the Royalties, the Bonus on Sale, the Bonus Equity or the Prepayment Bonus, as applicable, if a portion of the Financing has been disbursed before the occurrence of the default justifying the application of this paragraph.

CONFLICTS:

The Financing Documents constitute the entire agreement between BDCC and the Financing Parties.  To the extent that any provision of the Financing Documents is inconsistent with or in conflict with the provisions of the Letter of Offer, the provisions of the Letter of Offer shall govern.

INDEMNITY:

The Borrower shall indemnify and hold BDCC harmless against any and all claims, damages, losses, liabilities and expenses incurred, suffered or sustained by BDCC by reason of or relating directly or indirectly to the Financing Documents save and except any such claim, damage, loss, liability and expense resulting from the gross negligence or wilful misconduct of BDCC.

CONSENT:

The Borrower hereby authorizes and consents to the disclosure and use by BDCC of its name, identifying logo and the Financing to enable BDCC to publish promotional material; provided that the amount of the Financing shall not be disclosed. The Borrower acknowledges and agrees that BDCC shall be entitled to determine, in its sole discretion, whether to use such information; that no compensation will be payable by BDCC in connection therewith; and that BDCC shall have no liability whatsoever to the Borrower, or any of its employees, officers, directors, affiliates or shareholders in obtaining and using such information as contemplated herein.

SCHEDULES:

All Schedules have been inserted after the signature page and form an integral part of the Letter of Offer.

DEFINITIONS:

In the Letter of Offer, capitalized terms have the meanings described in Schedule “A”- Section I or Section II or are defined elsewhere in the text of the Letter of Offer.

GOVERNING LAW:

The Letter of Offer shall be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein. Any claim or suit for any reason whatsoever under this Letter of Offer shall be brought in the city of Toronto, province of Ontario, Canada, at the exclusion of any other judicial district which may have jurisdiction over such dispute as prescribed by law.

SUCCESSORS AND

ASSIGNS:

The Letter of Offer shall be binding on and enure to the benefit of each Financing Party and BDCC and their respective successors and assigns. No Financing Party shall have the right to assign, in whole or in part, its rights and obligations under or pursuant to the Financing Documents without BDCC’s prior written consent.

ACCEPTANCE

The Letter of Offer and any modification of it may be executed and delivered by original signature, fax, or any other electronic means of communication acceptable to BDCC and in any number of counterparts, each of which is deemed to be an original and all of which taken together shall constitute one and the same Letter of Offer.

LANGUAGE CLAUSE:

(QUEBEC ONLY)

The parties hereby confirm their express wish that the Letter of Offer and all related documents be drawn up in the English language.  Les parties reconnaissent leur volonté expresse que la présente lettre d’offre ainsi que tous les documents qui s'y rattachent soient rédigés en langue anglaise.