EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of December ---, 1997, by and between Richard K. Bestwick, Ph.D. ("Employee") and Agritope, Inc., a Delaware corporation (the "Company"). 1. Services. 1.1 Employment. The Company agrees...Employment Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
RECITALSVoting Agreement • September 14th, 2000 • Agritope Inc • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • September 14th, 2000 • Agritope Inc • Services-commercial physical & biological research • Delaware
andRights Agreement • December 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "1933 ACT"), AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS THE TRANSACTION IS...Warrant Agreement • December 24th, 1998 • Agritope Inc • Services-commercial physical & biological research • Oregon
AGREEMENT ---------Lease • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
ARTICLE 1 DEFINITIONS................................................ 1 ARTICLE 2 PRE-DISTRIBUTION TRANSACTIONS....................................... 4 2.1 Private Placement of Agritope Equity. ..................................................... 4...Separation Agreement • August 29th, 1997 • Agritope Inc • Oregon
AMONG AGRITOPE, INC., VINIFERA, INC., AND [PURCHASER] JUNE 1, 1999Stock Purchase Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • Oregon
LEASE OF LAND AND CERTAIN IMPROVEMENTS LOCATED AT 4288 BODEGA AVENUELease Agreement • October 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • California
LEASE AMENDMENT DATED: September 8, 1999 BETWEEN: PACIFIC REALTY ASSOCIATES, L.P., LANDLORD a Delaware limited partnershipLease Amendment • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research
EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of December 15, 1998, by and between D. Ry Wagner ("Employee") and Agritope, Inc., a Delaware corporation (the "Company"). 1. Services. -------- 1.1 EMPLOYMENT. The Company agrees to...Employment Agreement • December 24th, 1998 • Agritope Inc • Services-commercial physical & biological research • Oregon
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made as of this 31st day of May, 1995 by and between Vinifera, Inc., an Oregon corporation (the "Company"), and Joseph A. Bouckaert ("Bouckaert"). W I T N E S S E T H : WHEREAS, the Company is...Employment Agreement • October 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
andRights Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
AGRITOPE, INC. (A DELAWARE CORPORATION) AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS (OFFICERS) This Agreement is made as of November , 1997, by and between AGRITOPE, INC., a Delaware corporation (the "Corporation"), and ------------ (the...Indemnification & Liability • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • December 12th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
AMENDED AND RESTATED UNIT PURCHASE AGREEMENTUnit Purchase Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • Oregon
RECITALSTax Allocation Agreement • October 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
RECITALSEmployee Benefits Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
EXHIBIT 10.7 (REDACTED)Research and Development • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research
SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, Ca. 95054 (408) 654-1000 - Fax (408) 980-6410 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT This Accounts Receivable Purchase Agreement (the "Agreement") Is made on this TWENTIETH day of MAY 1999, by and...Accounts Receivable Purchase Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
WELLS FARGO BANK REVOLVING LINE OF CREDIT NOTE -------------------------------- ------------------------------------------------Revolving Line of Credit Note • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
SUPERIOR TOMATO ASSOCIATES, L.L.C. OPERATING AGREEMENT February 19, 1996Operating Agreement • December 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
CONTINUING SECURITY GREEMENT WELLS FARGO BANK RIGHTS TO PAYMENT AND INVENTORY - ------------------------------------------------------------------------------- 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned VINIFERA, INC.,...Continuing Security Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
Superior Tomato Associates, L.L.C., a Delaware limited liability company (66 2/3 percent interest owned)Ownership Structure Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research
EXHIBIT 10.5 (REDACTED)Research, License and Option Agreement • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
EXHIBIT 10.1 (REDACTED)Limited Liability Company Agreement • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research • Delaware
AMERICAN EQUITIES OVERSEAS, INC. Acting Through American Equities Overseas (UK), Ltd. 16 Old Bond Street London, England W1X 3DB December ---, 1997 Agritope, Inc. 8505 S.W. Creekside Place Beaverton, Oregon 97008 Attention: Adolph J. Ferro, Ph.D....Placement Agent Agreement • December 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research
OPTION TO LICENSE AND RESEARCH SUPPORT AGREEMENT BETWEEN THE SALK INSTITUTE FOR BIOLOGICAL STUDIES AND EPITOPE, INC.Option to License and Research Support Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • California
EXHIBIT 10.6 (REDACTED)Assignment and Assumption Agreement • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research • Delaware
TRANSITION SERVICES AND FACILITIES AGREEMENT This TRANSITION SERVICES AND FACILITIES AGREEMENT (this "Agreement"), dated as of December 1, 1997, is between EPITOPE, INC., an Oregon corporation ("Epitope"), and AGRITOPE, INC., a Delaware corporation...Transition Services and Facilities Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
ASSIGNMENT AND MODIFICATION OF LEASE AGREEMENT FOR PREPAID RENT AND DELIVERY OF PREMISES UNDER ASSIGNMENT OF LEASE FOR PREMISES LOCATED AT PACTRUST BUSINESS CENTER We hereby agree to the following: 1. Agritope, Inc., shall post security in the form of...Assignment and Modification of Lease • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research
Vinifera, Inc., an Oregon corporation, Agrimax Floral Products, Inc., a Minnesota corporation Superior Tomato Associates, L.L.C., a Delaware limited liability company (66 2/3 percent interest owned)Partnership Agreement • December 24th, 1998 • Agritope Inc • Services-commercial physical & biological research
EXHIBIT 10.4 (REDACTED)Research Contract and License Agreement • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research • Delaware
COMMERCIAL LEASE WITH OPTION TO PURCHASE AGENCY RELATIONSHIP CONFIRMATION. The following agency relationship is hereby confirmed for this transaction and supersedes any prior agency election: LISTING AGENT: ____________________________ is the agent of...Commercial Lease With Option to Purchase • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research
