Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, the Sponsor, certain executive officers and directors of Micromidas and certain
existing stockholders of Micromidas entered into a Lock-Up Agreement restricting, among other things, the transfer of Artius securities held by such contracting parties immediately following the Closing (the Lock-Up Agreement).
Such restrictions begin at Closing and end on the earliest to occur of (i) the date that is 365 days after the date of the Closing, (ii) the first day after the date on which the closing price of the Class A Common Stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing, and
(iii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing date that results in all of the public stockholders of Artius having the right to
exchange their shares of Class A Common Stock for cash, securities or other property.
The foregoing description of the Merger
Agreement, the Subscription Agreements, the Sponsor Letter Agreement, the Company Transaction Support Agreement, the Lock-Up Agreement, and the transactions and documents contemplated thereby, is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, Form of Subscription Agreement, Form of Sponsor Letter Agreement, Form of Company Transaction Support Agreement and Form of Lock-Up Agreement, copies of which are filed with this Current Report on Form
8-K (the Current Report) as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and the terms of which are incorporated by reference herein.
The Merger Agreement, Form of Subscription Agreement, Form of Sponsor Letter Agreement, Form of Company Transaction Support Agreement and Form
of Lock-Up Agreement have been included to provide investors with information regarding their terms. They are not intended to provide any other factual information about Artius or its affiliates. The representations, warranties, covenants and
agreements contained in the Merger Agreement, Form of Subscription Agreement, Form of Sponsor Letter Agreement, Form of Company Transaction Support Agreement and Form of Lock-Up Agreement and the other documents related thereto were made only for
purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, Form of Subscription Agreement, Form of Sponsor Letter Agreement, Form of Company Transaction Support Agreement
and Form Lock-Up Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement,
Form of Subscription Agreement, Form of Sponsor Letter Agreement, Form of Company Transaction Support Agreement and Form of Lock-Up Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement, Form of Subscription Agreement, Form of Sponsor Letter Agreement, Form of Company Transaction Support
Agreement and Form of Lock-Up Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of
their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, Form of Subscription Agreement, Form of Sponsor Letter Agreement,
Form of Company Transaction Support Agreement and Form of Lock-Up Agreement, as applicable, which subsequent information may or may not be fully reflected in Artiuss public disclosures.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Placement is incorporated by
reference in this Item 3.02. The shares of Class A Common Stock to be issued in connection with the PIPE Placement will not be registered under the Securities Act of 1933, as amended (the Securities Act), and will be
issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 7.01
Regulation FD Disclosure
On February 17, 2021, Artius and Micromidas issued a joint press release (the Press
Release) announcing the execution of the Merger Agreement, and that Artius and Micromidas will hold a conference call on February 17, 2021 at 8:00 a.m. Eastern Time (the Conference Call). The Press Release, which
includes information regarding how to attend in the Conference Call, is attached hereto as Exhibit 99.1 and incorporated by reference herein.