COMMON STOCK PURCHASE WARRANT AQUABOUNTY TECHNOLOGIES, INC.Common Stock Purchase Warrant • January 9th, 2018 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • 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 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 AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
13,000,000 SHARES OF COMMON STOCK OF AQUABOUNTY TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • New York
The undersigned, AquaBounty Technologies, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of AquaBounty Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC are acting as representatives to the several Underwriters (each a “Representative” and collectively, the “Representatives”) on the terms and conditions set forth herein.
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • August 4th, 2021 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), and ______________, a member of the Board of Directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
2,554,590 SHARES OF COMMON STOCK OF AQUABOUNTY TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2019 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • New York
The undersigned, AquaBounty Technologies, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of AquaBounty Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
This Employment Agreement (“Agreement”) is entered into as of the date executed below by and between Aqua Bounty Technologies, Inc. (the “Company”), a Delaware corporation, and Ronald Stotish (“Employee”).
Dated 24 June 2015 SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
Intrexon has agreed to subscribe for the New Shares (as defined below) in the capital of the Company and the parties have agreed to regulate the terms of the Subscription (as defined below) on the terms and conditions of this Agreement.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • October 25th, 2018 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
This Warrant Exercise Agreement (this “Agreement”), dated as of October 24, 2018, is by and between AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of a Common Stock Purchase Warrant to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued by the Company, which warrant is exercisable at an exercise price (the “Exercise Price”) of $3.25 per share (the “Original Warrant”).
EXCLUSIVE CHANNEL COLLABORATION AGREEMENTExclusive Channel Collaboration Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • New York
THIS EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into effective as of February 14, 2013 (the “Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”), and AQUABOUNTY TECHNOLOGIES, INC., a Delaware corporation having its principal place of business at Two Clock Tower Place, Suite 395, Maynard, MA 01754 (“AquaBounty”). Intrexon and AquaBounty may be referred to herein individually as a “Party”, and collectively as the “Parties.”
INTREXON CORPORATION - and - AQUABOUNTY TECHNOLOGIES, INC. RELATIONSHIP AGREEMENT - relating to - AQUABOUNTY TECHNOLOGIES, INC.Relationship Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • New York
THIS RELATIONSHIP AGREEMENT (this “Agreement”) is made on December 5, 2012 by and between Intrexon Corporation, Incorporated in Virginia, USA, with offices at [ ] (“Intrexon”), and AquaBounty Technologies, Inc., incorporated in Delaware, USA, with offices at 935 Main Street, Waltham, Mass 02451, USA (the “Company”).
AquaBounty Technologies Inc. FORM OF STOCK OPTION AGREEMENTStock Option Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of by and between AquaBounty Technologies Inc., a Delaware corporation (the “Company”), and , an individual (“Optionee”), with respect to options to purchase shares of the Company’s Common Stock pursuant to the AquaBounty Technologies Inc. 2006 Equity Incentive Plan (the “Plan”). All capitalized terms used herein and not defined shall have the meaning set forth in the Company’s 2006 Equity Incentive Plan.
AQUA BOUNTY TECHNOLOGIES INC. FORM OF RESTRICTED STOCK AGREEMENT (United Kingdom Residents)Restricted Stock Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
This Agreement (the “Agreement”) is made as of , 201 (the “Date of Grant”) by and between Aqua Bounty Technologies Inc., a Delaware corporation (the “Company”) and (“Grantee”) on behalf of itself and of any subsidiary of the Company (a “Subsidiary”) which is the employer of or deemed to be the employer of Grantee or to which Grantee provides services.
DATED 14 FEBRUARY 2013 SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
The Investors have agreed to subscribe for the New Shares (as defined below) in the capital of the Company and the parties have agreed to regulate the terms of the Subscription (as defined below) on the terms and conditions of this Agreement.
COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
This COLLABORATIVE RESEARCH AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2012, by and between Aqua Bounty Canada Inc. (the “Company”), a Newfoundland corporation having registered offices at P.O. Box 2430, St. John’s, Newfoundland, Canada, A1C 6E7, and Tethys Aquaculture Canada, Inc. (the “Collaborator”), a Canadian corporation with offices at 0718 Bay Fortune, RR No. 4, Souris, PEI, Canada, C0A 2B0. The Company and the Collaborator are sometimes referred to in this Agreement together as the “Parties” or individually as a “Party.”
Atlantic Innovation Fund RepayableRepayable Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
WHEREAS ACOA has established a program, the Atlantic Innovation Fund (AIF), to strengthen the economy of Atlantic Canada by supporting the development of knowledge-based industry. The AIF will help increase the region’s capacity to carry out leading-edge research and development that directly contributes to the development of new technology-based economic activity in Atlantic Canada; and
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2023 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
This Employment Agreement (this “Agreement”) is entered into between David A. Frank (“Employee”) and AquaBounty Technologies, Inc., a Delaware corporation (“AquaBounty”), as of the Effective Date set forth on Schedule A hereto (the “Effective Date”). AquaBounty and Employee are at times herein referred to individually as a “Party” and collectively as the “Parties”. This Agreement replaces David Frank’s original employment agreement, dated October 1, 2007.
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENTMortgage, Assignment of Rents and Leases, Security Agreement, Fixture Filing and Financing Statement • August 6th, 2020 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Indiana
THIS MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this “Mortgage”) is dated as of July 31, 2020, by AQUABOUNTY TECHNOLOGIES, INC., a Delaware corporation (“Mortgagor”), as mortgagor, whose address is 2 Mill and Main Place, Suite 395, Maynard, MA 01754, to FIRST FARMERS BANK AND TRUST, as mortgagee (“Mortgagee,” which term shall include each of its successors and assigns in such capacity), whose address is 123 N. Jefferson Street, Converse, Indiana 46919.
UNCONDITIONAL AND CONTINUING SECURED GUARANTY AGREEMENTSecured Guaranty Agreement • August 6th, 2020 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Indiana
THIS UNCONDITIONAL AND CONTINUING SECURED GUARANTY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made as of July 31, 2020, by AquaBounty Technologies, Inc., a Delaware corporation (the “Guarantor”), in favor of First Farmers Bank and Trust, located at 123 N. Jefferson St., Converse Indiana 46919 (the “Lender”).
ASSET PURCHASE AGREEMENT by and among AQUABOUNTY FARMS OHIO LLC, AQUABOUNTY FARMS INDIANA LLC, and SUPERIOR FRESH LLC Dated as of June 28, 2024Asset Purchase Agreement • July 2nd, 2024 • Aquabounty Technologies Inc • Fishing, hunting and trapping • Indiana
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • August 6th, 2020 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Indiana
This GUARANTOR SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of July 31, 2020 (the “Effective Date”) by AquaBounty Technologies, Inc., a Delaware corporation (the “Guarantor”), in favor of First Farmers Bank and Trust (together with its successors and assigns, the “Bank”).
COLLATERAL ACCESS AGREEMENTCollateral Access Agreement • August 6th, 2020 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Indiana
This COLLATERAL ACCESS AGREEMENT dated as of July 31, 2020 (this “Agreement”), is executed by AquaBounty Technologies, Inc., a Delaware corporation (the “Parent”), whose address is 2 Mill and Main Place, Suite 395, Maynard, MA 01754, Attention: David Frank, to and for the benefit of First Farmers Bank and Trust (the “Lender”), whose mailing address is 123 N. Jefferson Street, Converse, Indiana 46919.
LETTER AGREEMENTLetter Agreement • August 4th, 2021 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
THIS LETTER AGREEMENT (this “Agreement”) is made as of July 30, 2021, by and among AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), TS AquaCulture LLC, a Virginia limited liability company (the “Rights Holder”) and the holders of the Company’s capital stock listed on Schedule A attached hereto (each, a “Holder” and collectively, the “Holders”).
LOAN AND SECURITY AGREEMENT AMONG JMB CAPITAL PARTNERS LENDING, LLC, THE “LENDER” AND AQUABOUNTY TECHNOLOGIES, INC., A DELAWARE CORPORATION AQUABOUNTY FARMS, INC., A DELAWARE CORPORATION AQUABOUNTY FARMS INDIANA LLC, A DELAWARE LIMITED LIABILITY...Loan and Security Agreement • April 19th, 2024 • Aquabounty Technologies Inc • Fishing, hunting and trapping • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of April 18, 2024 (the “Effective Date”) among JMB CAPITAL PARTNERS LENDING, LLC, with its principal place of business located at 205 South Martel Avenue, Los Angeles, CA 90036 (together with its successors and/or assigns, the “Lender”), and AQUABOUNTY TECHNOLOGIES, INC., a Delaware corporation, with its principal place of business located at 233 Ayer Road, Suite 4 Harvard, MA 01451 (the “Topco Borrower”), AQUABOUNTY FARMS, INC., a Delaware corporation, with its principal place of business located at 233 Ayer Road, Suite 4 Harvard, MA 01451 (the “Intermediate Borrower”), AQUABOUNTY FARMS INDIANA LLC, a Delaware limited liability company, with its principal place of business located at 233 Ayer Road, Suite 4 Harvard, MA 01451 (the “Indiana Borrower”), AQUABOUNTY FARMS OHIO LLC, an Ohio limited liability company, with its principal place of business located at 233 Ayer Road, Suite 4 Harvard, MA 01451 (the “Ohio Borrower” and
ASSET PURCHASE AGREEMENT by and between AQUABOUNTY TECHNOLOGIES, INC. and BELL FISH COMPANY LLC Dated as of June 9, 2017Asset Purchase Agreement • August 4th, 2017 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 9, 2017, is by and between AquaBounty Technologies, Inc., a Delaware corporation (the “Buyer”), and Bell Fish Company LLC, a Delaware limited liability company (the “Seller”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2020 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Indiana
This LOAN AND SECURITY AGREEMENT dated as of July 31, 2020 (the "Agreement"), is executed by and between AQUABOUNTY FARMS INDIANA LLC, a Delaware limited liability company (the "Borrower"), whose principal office address is 2 Mill and Main Place, Suite 395, Maynard, MA 01754, and FIRST FARMERS BANK AND TRUST (the "Bank"), whose address is 123 N. Jefferson Street, Converse, Indiana 46919.
INTELLECTUAL PROPERTY LICENSE AND FULL AND FINAL RELEASEIntellectual Property License • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Ontario
This Agreement, effective as of the 28th day of February, 2014, (the “Effective Date”) is by and among GENESIS GROUP INC., a corporation incorporated in the province of Newfoundland, with offices located at Memorial University of Newfoundland, St. John’s Newfoundland, Canada A1C 5S7 (“Genesis”) and HSC RESEARCH AND DEVELOPMENT PARTNERSHIP, a partnership organized and subsisting under the laws of the Province of Ontario, Canada with offices at 555 University Avenue, Toronto, Ontario, M5G 1X8 (“RDLP”), and AQUABOUNTY TECHNOLOGIES, INC., a corporation incorporated in the United States of America, with offices located at Two Clock Tower Place, Suite 395, Maynard, Massachusetts, 01754, USA (“AquaBounty”) (each of Genesis, RDLP and AquaBounty, a “Party” and collectively, the “Parties”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 6th, 2020 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Indiana
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is entered into as of July 31, 2020, by AquaBounty Technologies, Inc., a Delaware corporation ("Guarantor"), and AquaBounty Farms Indiana LLC, a Delaware limited liability company ("Borrower"), each with their principal places of business located at 2 Mill and Main Place, Suite 395, Maynard, MA 01754; to and for the benefit of First Farmers Bank and Trust, with its principal place of business located at 123 N. Jefferson Street, Converse, Indiana 46919, its successors and assigns and the holder or holders from time to time of the Loan Documents described below ("Lender").
11,200,000 SHARES OF COMMON STOCK OF AQUABOUNTY TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2021 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • New York
The undersigned, AquaBounty Technologies, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of AquaBounty Technologies, Inc., the “Company”) and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”), each hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule II hereto for which Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC are acting as representatives to the several Underwriters (each a “Representative” and collectively, the “Representatives”) on the terms and conditions set forth herein.
AQUABOUNTY TECHNOLOGIES, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 4th, 2023 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Grant Date identified below (the “Grant Date”) by and between AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), and the Grantee identified below (“Grantee”). Capitalized terms used in this Agreement, if not defined herein, have the meaning ascribed to them in the Company’s 2016 Equity Incentive Plan (the “Plan”).
AQUABOUNTY TECHNOLOGIES, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 12th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
This Restricted Stock Purchase Agreement (this “Agreement”) is made as of the Purchase Date identified below (the “Purchase Date”) by and between AquaBounty Technologies, Inc., a Delaware corporation (the “Company”), and the Purchaser identified below (“Purchaser”). Capitalized terms used in this Agreement, if not defined herein, have the meaning ascribed to them in the Company’s 2016 Equity Incentive Plan (the “Plan”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Delaware
This Stock Purchase Agreement (including all exhibits hereto, this “Agreement”) is made as of November 7, 2016 (the “Effective Date”), between AquaBounty Technologies, Inc., a Delaware corporation (“AquaBounty”), and Intrexon Corporation, a Virginia corporation (“Intrexon”).
TERM NOTETerm Note • August 6th, 2020 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Indiana
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • November 7th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
This Amended and Restated Lease Agreement (this “Agreement”) is made and entered into as of 1 May 2016 (the “Effective Date”) by and between LIGIA GABRIELA SURGEON DE LAMASTUS (legal name), female, Panamanian, of legal age, widowed, with identity card No. X-XXX-XXXX (“LANDLORD”), on the one hand, and on the other hand, DAVID FRANK, male, American (USA), of legal age, with passport No. XXXXXXXXX, acting in name and on behalf of AQUA BOUNTY PANAMA, S. de R.L., a company duly organized and existing under the laws of the Republic of Panama, registered under Microjacket 1017, Document 1363400 of the Mercantile Section of the Public Registry of the Republic of Panama (“ABP”), duly authorized to that end, as registered before the Public Registry (each individually a “Party” and both collectively the “Parties”).
INTELLECTUAL PROPERTY LICENSE AND FULL AND FINAL RELEASEIntellectual Property License Agreement • August 19th, 2014 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Ontario
This Agreement, effective as of the 28th day of February, 2014, (the “Effective Date”) is by and among GENESIS GROUP INC., a corporation incorporated in the province of Newfoundland, with offices located at Memorial University of Newfoundland, St. John’s Newfoundland, Canada A1C 5S7 (“Genesis”) and HSC RESEARCH AND DEVELOPMENT PARTNERSHIP, a partnership organized and subsisting under the laws of the Province of Ontario, Canada with offices at 555 University Avenue, Toronto, Ontario, M5G 1X8 (“RDLP”), and AQUABOUNTY TECHNOLOGIES, INC., a corporation incorporated in the United States of America, with offices located at Two Clock Tower Place, Suite 395, Maynard, Massachusetts, 01754, USA (“AquaBounty”) (each of Genesis, RDLP and AquaBounty, a “Party” and collectively, the “Parties”).
AGREEMENT FOR ARCHITECTURAL/ENGINEERING SERVICES BETWEEN AQUABOUNTY FARMS OHIO LLC AND CLARK, RICHARDSON AND BISKUP CONSULTING ENGINEERS, INC. Dated: March 1, 2023Agreement for Architectural/Engineering Services • March 3rd, 2023 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping • Ohio
This agreement (the “Agreement”) is made as of the 1st day of March, 2023, by and between AquaBounty Farms Ohio LLC (“Owner”), with a place of business at 2 Mill & Main Place, Suite 395, Maynard, MA 01754 and Clark, Richardson and Biskup Consulting Engineers, Inc. (“A/E”), with a place of business at 1251 N.W. Briarcliff Parkway, Suite 500, Kansas City, MO 64116.
AQUABOUNTY TECHNOLOGIES, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 12th, 2016 • AquaBounty Technologies, Inc. • Fishing, hunting and trapping
AquaBounty Technologies, Inc. (the “Company”), under its 2016 Equity Incentive Plan (the “Plan”), hereby grants to the Optionholder identified below (“you”) an option (the “Option”) to purchase a number of shares of the Company’s Common Stock as set forth below. The Option is subject to the terms and conditions set forth in this Stock Option Agreement (including the Option Award Terms attached as Exhibit A, which are incorporated herein, this “Agreement”) and the Plan, which are incorporated herein. Any capitalized term not expressly defined in this Agreement but defined in the Plan will have the same definition as in the Plan. If there is any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
