Standard Contracts
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 8th, 2020 • Arcadia Biosciences, Inc. • Agricultural production-crops • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 8, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 8, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2023 • Arcadia Biosciences, Inc. • Agricultural production-crops
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2023, between Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT arcadia biosciences, inc.Security Agreement • March 3rd, 2023 • Arcadia Biosciences, Inc. • Agricultural production-crops
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March __, 2023 (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 3rd, 2023 • Arcadia Biosciences, Inc. • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2023 between Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT arcadia biosciences, inc.Pre-Funded Common Stock Purchase Warrant • August 16th, 2022 • Arcadia Biosciences, Inc. • Agricultural production-crops
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 16, 2022 (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTSecurities Agreement • September 9th, 2019 • Arcadia Biosciences, Inc. • Agricultural chemicals
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 10, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 5, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 5, 2019.
Insert Number of Shares] Arcadia Biosciences, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • New York
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Agreement • June 14th, 2018 • Arcadia Biosciences, Inc. • Agricultural chemicals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTPlacement Agent Agreement • July 8th, 2020 • Arcadia Biosciences, Inc. • Agricultural production-crops • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 8, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 8, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, by and between the Company and H.C. Wainwright & Co., LLC, dated as of July 5, 2020 (the “Engagement Letter”).
STRICTLY CONFIDENTIAL Arcadia Biosciences, Inc.Exclusive Agency Agreement • August 16th, 2022 • Arcadia Biosciences, Inc. • Agricultural production-crops • New York
ARCADIA BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2015, by and between Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
COMMON STOCK PURCHASE WARRANTCommon Stock Agreement • September 9th, 2019 • Arcadia Biosciences, Inc. • Agricultural chemicals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September __, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five and one-half (5.5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT PREFERRED INVESTMENT OPTION arcadia biosciences, inc.Security Agreement • March 3rd, 2023 • Arcadia Biosciences, Inc. • Agricultural production-crops
THIS PLACEMENT AGENT PREFERRED INVESTMENT INVESTMENT OPTION (the “Preferred Investent Option”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 6, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 6, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b). This Preferred Investent Option is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. W
STRICTLY CONFIDENTIAL Arcadia Biosciences, Inc.Exclusive Agency Agreement • December 22nd, 2020 • Arcadia Biosciences, Inc. • Agricultural production-crops • New York
ARCADIA BIOSCIENCES, INC. INVESTORS’ RIGHTS AGREEMENT March 28, 2014Investors’ Rights Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 28th day of March 2014, by and among Arcadia Biosciences, Inc., an Arizona corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • April 6th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between [Executive Name] (“Executive”) and Arcadia Biosciences, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 28, 2015, (the “Effective Date”) between Arcadia Biosciences, Inc., Delaware corporation (“Borrower”), each Lender (as defined in Section 14) and Obsidian Agency Services, Inc., a California corporation, in its capacity as administrative and collateral agent (the “Agent”) for Lenders, and provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
April 12, 2016 Rajendra (Raj) Ketkar [Address] Dear Raj:Employment Agreement • November 10th, 2016 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
On behalf of Arcadia Biosciences, Inc., henceforth the “Company,” it is my pleasure to offer you the position of Chief Executive Officer. This letter constitutes the entire agreement relating to the terms of your employment, except for the Confidentiality and Invention Assignment Agreement between you and the Company, which must be executed as a condition of your employment, and the Severance and Change In Control Agreement between you and the Company, to be dated the Effective Date. The terms set forth below shall be effective as of your date of hire, which is anticipated to be May 23, 2016 (the “Effective Date”).
AMENDED AND RESTATED LICENSE AGREEMENT Between ROSS PRODUCTS DIVISION OF ABBOTT LABORATORIES And ARCADIA BIOSCIENCES, INC. Dated JULY 25, 2007License Agreement • April 6th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Illinois
This Amended and Restated Agreement, made and effective as of July 25, 2007 (this “Agreement”), by and between Arcadia Biosciences, Inc., a corporation of the State of Arizona, United States of America, having its principal place of business at 202 Cousteau Place, Suite 200, Davis California, 95616, U.S.A., (hereinafter “Arcadia”) and Ross Products Division of Abbott Laboratories, a corporation of the State of Illinois, United States of America, having a place of business at 625 Cleveland Avenue, Columbus, Ohio 43215-1724, U.S.A. (hereinafter “Abbott”).
OFFICE LEASEOffice Lease • December 27th, 2018 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
This OFFICE LEASE (the “Lease”), dated March 17, 2003, for reference purposes only, is by and between Marvin L. Oates, Trustee of the Marvin L. Oates Trust, dated March 7, 1995, as Amended and Restated December 20, 2001 and Frank C. Ramos and Joanne M. Ramos as husband and wife (“Landlord”), and Arcadia Biosciences, Inc ., an Arizona Corporation (“Tenant”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN ARCADIA BIOSCIENCES, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR DROUGHT-RESISTANT PLANTSExclusive License Agreement • April 6th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
This EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is effective July 2, 2010 (“Effective Date”), by and between (a) The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Davis Campus Technology Transfer Services, at the University of California, Davis, 1850 Research Park Drive, Suite 100, Davis, CA 95618-6134, and (b) Arcadia Biosciences, Inc. (“Licensee”), an Arizona corporation having a principal place of business at 202 Cousteau Place, Suite 200, Davis, California 95618. The Regents and Licensee will be referred to herein, on occasion, individually as a “Party” or collectively as the “Parties”.
COLLABORATIVE RESEARCH & DEVELOPMENT AGREEMENTCollaborative Research & Development Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals
This COLLABORATIVE RESEARCH & DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into by and between Arcadia Biosciences, Inc., an Arizona corporation having a principal business address at 202 Cousteau Place, Suite 200, Davis, California 95616 (“Arcadia”), and Maharashtra Hybrid Seeds Co. Ltd. having a principal business address at Resham Bhavan, 4th Floor, 78 Veer Nariman Road, Mumbai - 400020, India, (hereinafter referred to as “Mahyco”, which term shall mean and include its Affiliates). The parties to this Agreement are collectively referred to as the “Parties” and individually as a “Party”. The Agreement shall be effective as of the Effective Date.
ARCADIA BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 30, 2010 by and among Arcadia Biosciences, Inc., an Arizona corporation (the “Company”), Moral Hazard Corporation, a Delaware corporation (“MHC”) that is the successor in interest to Exeter Life Sciences, Inc., an Arizona corporation (“Exeter”), and the holders of Registrable Securities (defined below) listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).
ASSIGNMENT AND ASSUMPTION OF CONTRACTAssignment and Assumption of License Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Ontario
THIS ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT by and between Seaphire International, Inc. and The University of Toronto Innovations Foundation dated February 14, 2002 (“Assignment”) is made this 2nd day of January 2003 by Seaphire International Inc., an Arizona corporation (“Assignor”) to Arcadia Biosciences, Inc., an Arizona corporation (“Assignee”).
TERM LOAN AGREEMENTTerm Loan Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
This TERM LOAN AGREEMENT, dated as of July 23, 2012 (this “Agreement”), is between Arcadia Biosciences, Inc., an Arizona corporation (the “Borrower”), and Moral Compass Corporation, a Delaware corporation (the “Lender”).
ARCADIA BIOSCIENCES INC. COMMON STOCK PURCHASE WARRANTWarrant Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
Arcadia Biosciences Inc., an Arizona corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after March , 2014, and on or before the later of (i) 5:00 p.m. (Eastern time) on the fifth (5th) anniversary of the date hereof, or (ii) the second (2nd) anniversary of the consummation of an initial public offering of equity securities by the Company (an “IPO”) (the “Exercise Period”), up to shares of Common Stock, no par value, of the Company (“Common Stock”), at a purchase price of US$4.5410 per share; provided, however, that upon the consummation of a transaction that qualifies as a “Merger Transaction” as defined in the Company’s Amended and Restated Articles of Incorporation, this Warrant must be exercised at or prior to the closing of such Merger Transaction in accordance with Section
LICENSE AGREEMENTLicense Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Alberta
Mr. Eric J. Rey, President and CEO Arcadia Biosciences, Inc. 202 Cousteau Place, Suite 105 Davis, CA 95618 Subject: Cooperative Agreement No. AEG-A-00-08-00009-00 Dear Mr. Rey: Pursuant to the authority contained in the Foreign Assistance Act of 1961,...Cooperative Agreement • February 17th, 2015 • Arcadia Biosciences, Inc. • Agricultural chemicals • Washington
This application includes data that shall not be disclosed outside the U.S. Government and shall not be duplicated, used, or disclosed — in whole or in part — for any purpose other than to evaluate this application. If, however, a cooperative agreement is awarded to this applicant as a result of, or in connection with, the submission of this data, the U.S. Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting cooperative agreement. This restriction does not limit the U.S. Government’s right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained.
STRICTLY CONFIDENTIAL Arcadia Biosciences, Inc.Exclusive Agency Agreement • June 14th, 2018 • Arcadia Biosciences, Inc. • Agricultural chemicals • New York
SECURITIES EXCHANGE AGREEMENT by and among ARCADIA BIOSCIENCES, INC., ROOSEVELT RESOURCES, LP, AND ELLIOTT ROOSEVELT JR. AND DAVID A. ROOSEVELT, in their capacities as Representatives of the Limited Partners dated as of December 4, 2024Securities Exchange Agreement • December 6th, 2024 • Arcadia Biosciences, Inc. • Agricultural production-crops • Delaware
LOAN AGREEMENTLoan Agreement • July 2nd, 2020 • Arcadia Biosciences, Inc. • Agricultural production-crops
Borrower and Lender, for the mutual promises in the Loan Documents and other good and valuable consideration, enter into this Agreement on May 18, 2020.
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • February 7th, 2022 • Arcadia Biosciences, Inc. • Agricultural production-crops • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Stan Jacot (“Executive”) and Arcadia Biosciences, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 28th, 2019 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
This Separation and Release Agreement ("Agreement") is entered into by and between RAJ KETKAR (“Ketkar” or “Employee”) on the one hand and ARCADIA BIOSCIENCES, INC. (“Arcadia” or “Company”) on the other hand. The parties may hereinafter be referred to individually as a "Party" or collectively as the "Parties."
ASSET PURCHASE AGREEMENT BY AND AMONG ARCADIA BIOSCIENCES, INC., ARCADIA WELLNESS, LLC, ABOVE FOOD CORP. AND ABOVE FOOD INGREDIENTS CORP. DATED AS OF MAY 14, 2024Asset Purchase Agreement • May 20th, 2024 • Arcadia Biosciences, Inc. • Agricultural production-crops • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2024, by and among Arcadia Biosciences, Inc., a Delaware corporation (“Arcadia”), Arcadia Wellness, LLC, a Delaware limited liability company and wholly owned subsidiary of Arcadia (“Wellness”, and together with Arcadia, the “Sellers”), Above Food Corp., a corporation formed under the laws of Saskatchewan (“Parent”), and Above Food Ingredients Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”).
LEASE AMENDMENT NO. 9Lease Agreement • August 13th, 2020 • Arcadia Biosciences, Inc. • Agricultural production-crops
This Lease Amendment No. 9 (the “Ninth Amendment”), dated for reference purposes only April 9, 2020, is entered into by and between Pac West Office Equities, LP, a California limited partnership (“Landlord”), and Arcadia Biosciences, Inc., a Delaware corporation (“Tenant”). (Landlord and Tenant are collectively referred to herein as the “Parties”).
