] Shares CIBUS CORP. CLASS A COMMON STOCK, $0.00001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • New York
The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cibus Global, Ltd., a British Virgin Islands corporation (including the successor entity following conversion to a Delaware corporation, the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”) of Class A common stock (the “Shares”), $0.00001 par value per share, of the Company (the “Common Shares”). References to Common Shares shall be deemed to refer to any class of shares of the Company or any securities convertible, exchangeable or exercisable into Common Shares.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Delaware
This Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Cibus Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • California
This Executive Employment Agreement (“Agreement”), dated 11/15/18 (“Effective Date”), is between Cibus Global Ltd, a British Virgin Islands business company (the “Company”) and Gregory F. Gocal, Ph.D. (“Executive”).
Warrant Transfer and Exchange Agreement By and Between Cibus Global, Ltd., The Persons and Entities Named herein as Sellers and Rory Riggs, as the Seller Representative Dated as of December 31, 2014Warrant Transfer and Exchange Agreement • February 11th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • New York
This WARRANT TRANSFER AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014 (the “Effective Date”), by and among Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (“Cibus”), each of the Investors (as defined below) who become a party hereto as a “Seller” pursuant to Section 1.3 hereof (each, a “Seller” and collectively, the “Sellers”), and Rory Riggs, an individual, as the representative of the Sellers (the “Seller Representative”). Defined terms used herein and not otherwise defined shall have the meaning set forth in Section 10.1 hereof.
CIBUS GLOBAL, LTD. WARRANT TO PURCHASE SERIES C PREFERRED SHARESWarrant Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Virgin Islands
THIS WARRANT (the “Warrant”) between Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”) and the undersigned holder of this Warrant (such person or entity and any successor and assign being hereinafter referred to as the “Holder”), sets forth the terms and conditions upon which the Holder is and shall be entitled, and shall and hereby does have the right, but not the obligation, to subscribe for and purchase from the Company 2,656,392 Series C Preferred Shares (such Series C Preferred Shares or other shares of capital stock for which this Warrant may in the future become exercisable for, the “Warrant Shares”) in the Company at an exercise price equal to US$2.10 per share (the “Exercise Price”). This Warrant may be exercised from time to time and at any time in whole or in part prior to the Expiration Date (as defined below) and is subject to the terms and conditions set forth below. The Holder acknowledges and agrees that the Warrant Sha
RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of _____________ __, 20__, by and between Cibus Corp., a Delaware corporation (the “Company”), and _________________ (the “Participant”).
CIBUS GLOBAL, LTD. WARRANT TO PURCHASE SERIES A PREFERRED STOCKWarrant Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Virgin Islands
THIS WARRANT (the “Warrant”) between Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”) and the undersigned holder of this Warrant (such person or entity and any successor and assign being hereinafter referred to as the “Holder”), sets forth the terms and conditions upon which the Holder is and shall be entitled, and shall and hereby does have the right, but not the obligation, to subscribe for and purchase from the Company 800,000 shares of Series A Preferred Stock (such Series A Preferred Stock or other shares of capital stock for which this Warrant may in the future become exercisable for, the “Warrant Shares”) in the Company at an exercise price equal to US$2.00 per share (the “Exercise Price”). This Warrant may be exercised from time to time and at any time in whole or in part prior to the Expiration Date (as defined below) and is subject to the terms and conditions set forth below. The Holder acknowledges and agrees that the Warra
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 21st, 2018 • Cibus Global, Ltd. • New York
This Intellectual Property Security Agreement (this “Agreement”) is made as of December 31, 2014, by and between each of the entities listed on Schedule A attached hereto (each, a “Grantor” and collectively, the “Grantors”) and Rory Riggs, an individual (in his capacity as Seller Representative under the Exchange Agreement referenced below) (“Secured Party”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of _____________ __, 20__, by and between Cibus Corp., a Delaware corporation (the “Company”), and _________________ (the “Optionee”).
CIBUS GLOBAL, LTD. RESTRICTED SHARES PURCHASE AGREEMENTRestricted Shares Purchase Agreement • February 11th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • California
This Restricted Shares Purchase Agreement (the “Agreement”) is entered into effective as of ____________, 2017 (the “Effective Date”), by Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), and_________, an individual (the “Purchaser”), with reference to the following facts:
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of _____________ __, 20__, by and between Cibus Corp., a Delaware corporation (the “Company”), and _________________ (the “Participant”).
CIBUS GLOBAL, LTD. WARRANT TO PURCHASE SERIES A PREFERRED STOCKWarrant Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Virgin Islands
THIS WARRANT (the “Warrant”) between Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”) and the undersigned holder of this Warrant (such person or entity and any successor and assign being hereinafter referred to as the “Holder”), sets forth the terms and conditions upon which the Holder is and shall be entitled, and shall and hereby does have the right, but not the obligation, to subscribe for and purchase from the Company 625,000 shares of Series A Preferred Stock (such Series A Preferred Stock or other shares of capital stock for which this Warrant may in the future become exercisable for, the “Warrant Shares”) in the Company at an exercise price (the “Exercise Price”) equal to US$2.00 per share. This Warrant may be exercised from time to time and at any time in whole or in part prior to the Expiration Date (as defined below) and is subject to the terms and conditions set forth below. The Holder acknowledges and agrees that the Warra
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of _____________ __, 20__, by and between Cibus Corp., a Delaware corporation (the “Company”), and _________________ (the “Optionee”).
SUPPLY AND MARKETING COLLABORATION AGREEMENTSupply and Marketing Collaboration Agreement • December 21st, 2018 • Cibus Global, Ltd. • Delaware
This Supply and Marketing Collaboration Agreement (this “Agreement”) entered into on October 1, 2018 (the “Effective Date”), by and between Cibus US LLC, a limited liability company organized and existing under the laws of Delaware having a place of business at 6455 Nancy Ridge Drive, San Diego, California 92121, United States and Cibus Europe B.V., a Netherlands Besloten Vennootschap organized and existing under the laws of the Netherlands having a place of business at Goessestraatweg 19, 4421 AD Kapelle, Netherlands (collectively herein referred to as “Cibus”), and Amaethon Environmental Limited, a corporation organized and existing under the laws of the British Virgin Islands having its principal place of business at P.O. Box 2208, Road Town, Tortola, British Virgin Islands (herein referred to as “Rotam”); Cibus and Rotam are sometimes referred to individually as a “Party” and collectively as the “Parties”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 11th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • New York
This Intellectual Property Security Agreement (this “Agreement”) is made as of December 31, 2014, by and between each of the entities listed on Schedule A attached hereto (each, a “Grantor” and collectively, the “Grantors”) and Rory Riggs, an individual (in his capacity as Seller Representative under the Exchange Agreement referenced below) (“Secured Party”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2019 • Cibus Global, Ltd. • Agricultural production-crops • California
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 21ST day of September, 2017, by and among Cibus Global, Ltd., a British Virgin Islands company (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Series C Purchase Agreement) or holder of Registrable Securities that becomes a party to this Agreement in accordance with Section 3.9 hereof.
