—] Shares Marrone Bio Innovations, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2014 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • December 9th, 2016 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
Marrone Bio Innovations, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (the “Manager”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2020 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2020, by and among Marrone Bio Innovations, Inc., a Delaware corporation, with headquarters located at 1540 Drew Avenue, Davis, CA 95618 (the “Company”), and the Investors (as hereinafter defined).
INDEMNIFICATION AGREEMENT (For Continuing Directors)Indemnification Agreement • July 22nd, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2013 (the “Effective Date”) by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
MARRONE BIO INNOVATIONS, inc. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2018 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule VI hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 7,275,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 1,091,250 additional shares (the “Additional Shares”) of Common Stock, $0.00001 par value per share (the “Common Stock”), of the Company (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
AGREEMENT AND PLAN OF MERGER by and among Bioceres Crop Solutions Corp., BCS MERGER SUB, INC. and Marrone Bio Innovations, Inc. Dated as of March 16, 2022Merger Agreement • March 16th, 2022 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 16, 2022, by and among Bioceres Crop Solutions Corp., a Cayman Islands exempted company (“Parent”), BCS Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 29th, 2021 • Marrone Bio Innovations Inc • Agricultural chemicals • California
This Change in Control Agreement (the “Agreement”) is made and entered into by and between Suping Liu Cheung (“Executive”) and Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), effective as of Executive’s first date of employment by the Company (the “Effective Date”).
SECURITY AGREEMENTSecurity Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 16, 2012, is made between Marrone Bio Innovations, Inc., a Delaware corporation (“Debtor”) and Gordon Snyder, an individual (“Snyder”), as collateral agent for the lenders party to the Loan Agreement referred to below (in such capacity, “Secured Party”).
VOTING AND LOCK UP AGREEMENTVoting and Lock Up Agreement • February 6th, 2018 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
This VOTING AND LOCK UP AGREEMENT is made and entered into on February 5, 2018 (this “Agreement”) by and among the persons identified on Schedule A (collectively, the “Ospraie Group”, and each individually, a “member of the Ospraie Group”), the persons identified on Schedule B (collectively, the “Ardsley Group”, and each individually, a “member of the Ardsley Group”), the persons identified on Schedule C (collectively, the “Marrone Group”, and each individually, a “member of the Marrone Group”), the persons identified on Schedule D (collectively, the “Waddell Group”, and each individually, a “member of the Waddell Group”, and the Waddell Group, together with the Ospraie Group, the Ardsley Group and the Marrone Group, the “Major Shareholder Groups”, and each member thereof, a “party” or a “member of a Major Shareholder Group” and the Waddell Group, together with the Ardsley Group and the Marrone Group, the “Selected Major Shareholder Groups”, and each member thereof, a “member of a Sele
NOTE PURCHASE AGREEMENT between MARRONE BIO INNOVATIONS, INC. and SYNGENTA VENTURES PTE. LTD. Dated as of December 6, 2012Note Purchase Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 6th day of December, 2012, by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and Syngenta Ventures Pte. Ltd., a company incorporated under the laws of the Republic of Singapore (the “Purchaser”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 30th day of May, 2013, by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and DSM Venturing BV, a company incorporated under the laws of the Netherlands (the “Investor”).
AMENDMENT AND CONSENTConvertible Note Purchase Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
This Amendment and Consent (the “Amendment and Consent”) is made and entered into as of August 30, 2012, by and among MARRONE BIO INNOVATIONS, Inc., a Delaware corporation (the “Company”), and the entities executing the signature page(s) hereto (the “Investors”).
LOAN AGREEMENTLoan Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS LOAN AGREEMENT (this “Agreement”), dated as of October 2, 2012, is made by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), each of the Lenders named on the signature pages of this Agreement (each a “Lender” and, collectively, the “Lenders”), and Gordon Snyder, an individual (“Snyder”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).
COMMERCIAL AGREEMENTCommercial Agreement • July 31st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals
SYT has a broad crop protection product portfolio and a highly developed distribution network all over Europe, Africa and the Middle East;
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 3rd, 2017 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS THIRD AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is made and entered into as of November 11, 2016, by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and Gordon Snyder, an individual, as administrative agent for the Lenders (as defined below) (the “Agent”).
COMMERCIAL AGREEMENTCommercial Agreement • July 31st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
FMC and its Latin America Affiliates (collectively, the “FMC Group”) have a broad crop protection product portfolio and a highly developed distribution network in certain LATAM Countries;
INTERCREDITOR AGREEMENT dated as of December 6, 2012, among MARRONE BIO INNOVATIONS, INC., as the Borrower, GORDON SNYDER, as Warrant Lender Agent, GORDON SNYDER, as Convertible Note Lender Agent, and SYNGENTA VENTURES PTE. LTD., as NoteholderIntercreditor Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
INTERCREDITOR AGREEMENT dated as of December 6, 2012 (this “Agreement”), among MARRONE BIO INNOVATIONS, INC., a Delaware corporation (the “Borrower”), GORDON SNYDER, as administrative agent and collateral agent for the Warrant Lender Secured Parties (as defined below) (in such capacity, the “Warrant Lender Agent”), GORDON SNYDER, as administrative agent and collateral agent for the Convertible Note Lender Secured Parties (as defined below) (in such capacity, the “Convertible Note Lender Agent”), and SYNGENTA VENTURES PTE. LTD. (the “Noteholder”).
TECHNOLOGY EVALUATION AND MASTER DEVELOPMENT AGREEMENTTechnology Evaluation and Master Development Agreement • July 31st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
This Technology Evaluation and Master Development Agreement (the “Agreement”) is made as of the 13th day of September, 2011 (the “Effective Date”) by and between The Scotts Company LLC, an Ohio limited liability company, having its principal place of business at 14111 Scottslawn Road, Marysville, Ohio 43041, U.S.A. (“Scotts”), and Marrone Bio Innovations, Inc., a Delaware corporation, having its principal place of business at 2121 Second Street, Suite 107B, Davis, California 95618, U.S.A. (“MBI”). Each of Scotts and MBI is sometimes individually referred to as a “Party” and collectively referred to as the “Parties”.
LEASE BETWEEN MARRONE BIO INNOVATIONS, INC., a Delaware corporation AND SEVEN DAVIS, LLC, a Delaware limited liability company dated as of April 30, 2014Lease • May 15th, 2014 • Marrone Bio Innovations Inc • Agricultural chemicals • California
This Office Lease (this “Lease”), dated as of this day of April 2014, is by and between SEVEN DAVIS, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”), and MARRONE BIO INNOVATONS, INC., a Delaware corporation (hereinafter referred to as “Tenant”).
5,714,286 SHARES MARRONE BIO INNOVATIONS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2017 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule VI hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 5,714,286 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 857,143 additional shares (the “Additional Shares”) of Common Stock, $0.00001 par value per share (the “Common Stock”), of the Company (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
LICENSE AGREEMENTLicense Agreement • July 31st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2009 (the “Effective Date”), by and between THE UNIVERSITY OF THE STATE OF NEW YORK (“USNY”), a New York corporation maintaining offices at State Education Building – Room 121, Albany, New York 12234-1000, and MARRONE BIO INNOVATIONS, INC. (“MBI”), a Delaware corporation maintaining offices at 2121 Second Street, Ste. B-107, Davis, California 95618.
Transaction Support Agreement for Company SecurityholdersTransaction Support Agreement • March 16th, 2022 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
This Transaction Support Agreement (this “Agreement”) is made and entered into as of March 16, 2022, by and among Bioceres Crop Solutions Corp., a Cayman Islands exempted company (“Parent”), BCS Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholders of Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
CREDIT FACILITY AGREEMENTCredit Facility Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS CREDIT FACILITY AGREEMENT (the “Agreement”) is made as of the 14th day of June, 2013, by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and the Investors listed on the Schedule of Investors attached hereto as Exhibit A (the “Investors”).
LICENSE AGREEMENTLicense Agreement • July 31st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS LICENSE AGREEMENT (this “Agreement”) is made as of May 22, 2007 (the “Effective Date”), between KHH BIOSCI, INC., a North Carolina corporation, having its principal office at 634 Lake Hogan Lane, North Carolina 27516 United States of America (“KHH”) and MARRONE ORGANIC INNOVATIONS, INC., a Delaware corporation, having its principal office at 215 Madson Place, Suite B, Davis, California 95618, United States of America (“MOI”).
MARRONE BIO INNOVATIONS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 5, 2010, by and among MARRONE BIO INNOVATIONS, INC., a Delaware corporation (the “Company”), the persons and entities holding shares of the Company’s Series A Preferred Stock (“Series A Stock”) listed on Exhibit A hereto (the “Series A Investors”), the persons and entities holding shares of the Company’s Series B Preferred Stock (“Series B Stock”) listed on Exhibit B hereto (the “Series B Investors”), the persons and entities holding shares of the Company’s Series C Preferred Stock (“Series C Stock”) listed on Exhibit C hereto (the “Series C Investors” and collectively with the Series A Investors and the Series B Investors, the “Investors”) and each of Pamela G. Marrone, Julie I. Morris, Richard C. Dorf and Richard E. Rominger (the “Founders”).
FOURTH AMENDMENT TO LEASELease • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals
This FOURTH AMENDMENT TO LEASE is made this 14th day of March 2012, by and between 2121 SECOND STREET INVESTORS, LLC (as “Landlord”) and MARRONE BIO INNOVATIONS, INC., a Delaware Corporation (as “Tenant”) having an office at 2121 Second Street, Suites B104-B108 & A-107, Davis, California.
AMENDMENT TO THE VAN HERK WARRANTVan Herk Warrant Amendment • January 5th, 2021 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
This Amendment to the Van Herk Warrant (this “Amendment”) is entered into as of December 29, 2020 (the “Amendment Date”), by Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), Ospraie Ag Science LLC (“Ospraie” or the “Lead Investor”) and Van Herk Investments B.V. (“Van Herk”). Reference is made to (a) the Securities Purchase Agreement (the “SPA”), dated December 15, 2017 by and among the Company and the investors referred to therein, and (b) the warrant to purchase 5,333,333 shares of Common Stock issued pursuant to Section 1 of the SPA to Van Herk (the “Van Herk Warrant”). Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Van Herk Warrant.
OMNIBUS AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 25th, 2015 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS OMNIBUS AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is made and entered into as of August 19, 2015, by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and Gordon Snyder, an individual, as administrative agent for the Lenders (as defined below) (the “Agent”).
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • March 16th, 2020 • Marrone Bio Innovations Inc • Agricultural chemicals • California
This Employment Separation Agreement (the “Agreement”) is made and entered into by and between Pamela Marrone (“Executive”) and Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), effective as of December 1, 2019 (the “Effective Date”).
OMNIBUS Amendment No. 4 to NOTESOmnibus Amendment to Notes • December 18th, 2017 • Marrone Bio Innovations Inc • Agricultural chemicals • New York
This Omnibus Amendment No. 4 (this “Amendment”) is dated December 15, 2017 and is made by and among Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund, and Ivy VIP Science & Technology (each, a “Lender” and together, the “Lenders”), Marrone Bio Innovations, Inc. (the “Borrower”), and Ospraie Management LLC (together with its affiliates (as hereinafter defined), “Ospraie”) with respect to those certain senior secured promissory notes, dated August 20, 2015 (each as amended, modified, renewed, extended or amended, restated, or replaced from time to time, a “Note”, and collectively, the “Notes”) which Borrower has issued to the Lenders.
AMENDMENT AND CONSENTLoan Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS AMENDMENT AND CONSENT (the “Amendment and Consent”) is made and entered into as of April 10, 2013, by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and Gordon Snyder, an individual, as administrative agent for the Lenders (as defined below) (the “Agent”).
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 5th, 2018 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is made and entered into as of October 23, 2017, by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and Gordon Snyder, an individual, as administrative agent for the Lenders (as defined below) (the “Agent”).
May 17, 2022 Marrone Bio Innovations, Inc.Invoice Purchase Agreement • May 19th, 2022 • Marrone Bio Innovations Inc • Agricultural chemicals
MARRONE BIO INNOVATIONS, INC. STOCK PURCHASE WARRANTWarrant Agreement • March 25th, 2014 • Marrone Bio Innovations Inc • Agricultural chemicals • California
THIS CERTIFIES THAT, for value received, and subject to the provisions and upon the terms and conditions hereinafter set forth below, as of the Exercise Date, [ ] (the “Holder”) is entitled to subscribe for and purchase the number of shares of the fully paid and nonassessable shares of the capital stock (the “Shares”) of Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”) as set forth below under the definition of Warrant Shares (as may be adjusted pursuant to Section 3 hereof). The capitalized terms used in this Warrant shall, to the extent not defined where first used, have the meanings given to them in Section 20 of this Warrant. This Warrant is issued by the Company pursuant to the Credit Facility Agreement dated as of June [__], 2013 (as amended, modified or supplemented, the “Facility Agreement”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH PORTIONS ARE MARKED AS INDICATED WITH BRACKETS (“[***]”) BELOW SHARE PURCHASE...Share Purchase Agreement • August 8th, 2019 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware
