ARBORGEN INC. [•] Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • April 26th, 2011 • ArborGen Inc. • Forestry • New York
ArborGen Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [•] shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used in this Underwriting
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 26th, 2011 • ArborGen Inc. • Forestry • South Carolina
This Executive Employment Agreement (“Agreement”) is made as of the 31 day of January, 2011 between ArborGen Inc., a Delaware corporation (the “Company”), and David M. Nothmann (the “Executive”).
ARBORGEN INC. Form of Indemnification AgreementIndemnification Agreement • December 10th, 2010 • ArborGen Inc. • Forestry • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between , a Delaware corporation (the “Company”), and (“Indemnitee”).
BUILD TO SUIT AND LEASE AGREEMENTBuild to Suit and Lease Agreement • December 10th, 2010 • ArborGen Inc. • Forestry • South Carolina
THIS BUILD TO SUIT AND LEASE AGREEMENT (hereinafter referred to as “Lease”) made and entered into effective as of the 24th day of November, 2010, (the “Commencement Date”) by and between Forestry Research Holdings, LLC, a South Carolina limited liability company, its successors or assigns (hereinafter referred to as “Landlord”) and ArborGen Inc., a Delaware corporation, its successors or assigns (hereinafter referred to as “Tenant”).
ArborGen Inc. Form of Appreciation Right AgreementAppreciation Right Agreement • December 10th, 2010 • ArborGen Inc. • Forestry • Delaware
This Appreciation Right Agreement (the “Agreement”) is being entered into by and between ArborGen Inc., a Delaware corporation (“ArborGen” or the “Company”) and [NAME], an employee of ArborGen (the “Employee”).
Promissory Note & AgreementPromissory Note • April 26th, 2011 • ArborGen Inc. • Forestry • South Carolina
In consideration of short term business needs, and in lieu of additional equity investments from [________] (“[__]”), or the other partners of ArborGen Inc. (“ArborGen”), [__] agrees to advance ArborGen the sum total of Four hundred thousand dollars ($US 400,000.00) by the 21st of January, as a short term loan. The proceeds of this advance shall constitute the principle balance of a Note Payable to [__] at the below terms. ArborGen, in consideration for the short term loan, agrees to repay the note by the earlier of (i) July 15, 2011, or (ii) within seven (7) business days of the closing of ArborGen’s Initial Public Offering (“IPO”), or the receipt of other sufficient proceeds from equity contributions.
STATE OF SOUTH CAROLINA ) ) LEASE AGREEMENT COUNTY OF BERKELEY )Lease Agreement • April 26th, 2011 • ArborGen Inc. • Forestry • South Carolina
THIS LEASE AGREEMENT, made and entered into this 3rd day of May, 2005, by and between MeadWestvaco Forestry, LLC (hereinafter called the “Lessor”), and ArborGen, LLC (hereinafter called the “Lessee”).
ARBORGEN INC. STOCKHOLDERS AGREEMENTStockholders Agreement • April 26th, 2011 • ArborGen Inc. • Forestry • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of this 1st day of June, 2010, by and among ArborGen Inc., a Delaware corporation (the “Company”), and Rubicon Industries USA, LLC, a Delaware limited liability company, International Paper Company, a New York corporation, MeadWestvaco Corporation, a Delaware corporation, and such other Persons that may become a party to this Agreement pursuant to Section 13 hereof from time to time (collectively, the “Stockholders”).
ContractRevolving and Non-Revolving Credit Loan Agreement • December 10th, 2010 • ArborGen Inc. • Forestry • South Carolina
THIS 2010 AMENDED AND RESTATED REVOLVING AND NON-REVOLVING CREDIT LOAN AGREEMENT is made and entered into as of March 4, 2010, by THE NATIONAL BANK OF SOUTH CAROLINA, its successors and assigns (the “Lender”), and ARBORGEN, LLC, a Delaware limited liability company, its successors and assigns (the “Borrower”) to amend and restate in its entirety that certain Revolving Credit Loan Agreement dated as of November 30, 2007, as amended by First Amendment dated as of June 15, 2008, and as Amended and Restated on December 16, 2008 (as amended and restated, the “Agreement”).
Multi Option Credit FacilityMulti Option Credit Facility • December 10th, 2010 • ArborGen Inc. • Forestry
ArborGen New Zealand Unlimited (1976303) a company duly registered and having its principal place of business in New Zealand at 1943 State Highway 30, RD 2, Whakatane
