COMMON STOCK PURCHASE WARRANT CALYXT, INC.Common Stock Purchase Warrant • February 23rd, 2022 • Calyxt, Inc. • Agricultural chemicals • 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 August 23, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 23, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Calyxt, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
CALYXT, INC. (a Delaware corporation) 3,600,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2018 • Calyxt, Inc. • Agricultural chemicals • New York
CALYXT, INC., Issuer AND U.S. Bank National Association, TrusteeIndenture • August 13th, 2019 • Calyxt, Inc. • Agricultural chemicals • New York
INDENTURE, dated as of August [ ], 2019, among CALYXT, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”):
COMMON STOCK PURCHASE WARRANT CIBUS, INC.Common Stock Purchase Warrant • June 13th, 2024 • Cibus, Inc. • Agricultural chemicals • 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 June 13, 2029 (the “Termination Date”), unless earlier redeemed, but not after the Termination Date, to subscribe for and purchase from Cibus, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • September 21st, 2021 • Calyxt, Inc. • Agricultural chemicals • New York
3,000,000 SHARES OF CLASS A COMMON STOCK CIBUS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2024 • Cibus, Inc. • Agricultural chemicals • New York
The undersigned, Cibus, Inc., a company incorporated under the laws of Delaware (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 Roth Capital Partners and A.G.P./Alliance Global Partners are acting as representatives (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2020 • Calyxt, Inc. • Agricultural chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2020, between Calyxt, 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”).
CIBUS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
This Indemnification Agreement (this “Agreement”), effective as of [____], 20[__], by and between Cibus, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2024 • Cibus, Inc. • Agricultural chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 11, 2024, between Cibus, 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”).
PREFUNDED COMMON STOCK PURCHASE WARRANT CALYXT, INC.Prefunded Common Stock Purchase Warrant • February 23rd, 2022 • Calyxt, Inc. • Agricultural chemicals • New York
THIS PREFUNDED 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 Original Issue Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Calyxt, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
ContractPlacement Agency Agreement • June 13th, 2024 • Cibus, Inc. • Agricultural chemicals • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”) and Cibus, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of securities of the Company, consisting of: (i) shares of Class A common stock, par value $0.0001 per share (“Common Stock”) and (ii) warrants to purchase Common Stock (the “Common Warrants”). The Common Stock and Common Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as t
CALYXT, INC. 3,880,000 Shares of Common Stock Pre-Funded Warrants to Purchase 3,880,000 Shares of Common Stock Warrants to Purchase 7,760,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2022 • Calyxt, Inc. • Agricultural chemicals • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 31, 2023 by and among Cibus, Inc. (f/k/a Calyxt, Inc.), a Delaware corporation (the “Company”), and the persons identified on the Schedule of Investors attached hereto (collectively, the “Investors” and, each individually, an “Investor”).
SALES AGREEMENTSales Agreement • January 2nd, 2024 • Cibus, Inc. • Agricultural chemicals • New York
STOCKHOLDERS AGREEMENTStockholders Agreement • March 14th, 2018 • Calyxt, Inc. • Agricultural chemicals • Delaware
THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 25, 2017, is made by and among Calyxt, Inc., a Delaware corporation (the “Company”), Cellectis S.A., a French société anonyme (“Cellectis”) and the Persons listed on Schedule A hereto (each, a “Non-Cellectis Holder” and collectively, the “Non-Cellectis Holders”).
LICENSE AGREEMENTLicense Agreement • March 14th, 2018 • Calyxt, Inc. • Agricultural chemicals
This LICENSE AGREEMENT (this “Agreement”), dated as of July 25, 2017 (the “Effective Date”), is entered into by and between Cellectis S.A., a corporation existing and registered under the laws of France, located at 8 rue de la Croix Jarry, 75013 Paris, France (“Cellectis”), and Calyxt, Inc., a corporation existing and registered under the laws of Delaware, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA (“Calyxt”) (each a “Party” and collectively, the “Parties”).
SEPARATION AGREEMENTSeparation Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • New York
THIS SEPARATION AGREEMENT, dated as of [—], 2017, is by and between CELLECTIS S.A., a French société anonyme (“Cellectis”) and CALYXT, INC., a Delaware corporation (the “Company” and each of Cellectis and the Company, a “Party” and, together, the “Parties”). Capitalized terms used herein shall have the respective meanings assigned to them in Article 1 hereof.
CIBUS, INC. 2,106,723 Shares of Class A Common Stock and Pre-Funded Warrants to Purchase 50,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2023 • Cibus, Inc. • Agricultural chemicals • New York
Cibus, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) (i) an aggregate of 2,106,723 shares (the “Shares”) of the Class A common stock, par value $0.0001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants to purchase an aggregate of 50,000 shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”, and together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
This Agreement is made by and between CELLECTIS SA, a French Société Anonyme, located at 8, rue de la Croix Jarry, 75013 Paris, France, (hereinafter “CLS”); CELLECTIS, INC., a Delaware corporation, located at 430 East 29th Street, New York, New York, 10016, USA (hereinafter “CLI”); and CALYXT, INC., a Delaware corporation, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA, (hereinafter “CLX”). CLS, CLI, and CLX are thereafter named individually, a “Party” and together the “Parties”.
FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 14th, 2018 • Calyxt, Inc. • Agricultural chemicals
This FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT (the “Amendment”) is entered into and made effective as of July 25, 2017 by and among Cellectis S.A. (“CLS”), Cellectis, Inc. (“CLI”) and Calyxt, Inc. (“CLX”), each a Party and together the Parties.
UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • July 3rd, 2017 • Calyxt, Inc. • Agricultural chemicals • Minnesota
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “Agreement”) is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455 (the “University”), and the Licensee identified below. The University and the Licensee agree that:
CALYXT, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 17th, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Award Agreement”, it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the Award, as set forth in the Award Agreement and the Plan.
AMENDMENT 1 TO THE COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • July 3rd, 2017 • Calyxt, Inc. • Agricultural chemicals
This AMENDMENT 1 TO THE COMMERCIAL LICENSE AGREEMENT (this “Amendment”) is made effective as of December 1, 2016 (the “Amendment Effective Date”) by and between CALYXT, INC. (previously known as CELLECTIS PLANT SCIENCES, INC., with the change of name occurring on or about May 5, 2015), a company existing and registered under the laws of Delaware, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA, under the EIN number 27-1967997, represented by Federico Tripodi acting as Chief Executive Officer (CEO) duly authorized for the purposes hereof (“CALYXT” or “CPS”) and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at 1630 Chicago Avenue, Suite 1907, Evanston, IL 60201, USA (“2 Blades”; CPS and 2 Blades, each a “Party” and collectively, the “Parties”).
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • July 3rd, 2017 • Calyxt, Inc. • Agricultural chemicals • New York
THIS COMMERCIAL LICENSE AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2014 (the “Effective Date”), by and between Cellectis Plant Sciences, Inc. a corporation organized and existing under the laws of the State of Delaware with its principal place of business at 8, rue de la Croix Jarry, 75013 Paris, France (“CPS”), and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at 1630 Chicago Avenue, Suite 1907, Evanston, IL 60201, USA (“2 Blades”; CPS and 2 Blades, each a “Party” and collectively, the “Parties”).
CALYXT, INC. NOTICE OF RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • July 3rd, 2017 • Calyxt, Inc. • Agricultural chemicals • Delaware
Subject to the terms and conditions set forth in this notice of grant (the “Notice”) and the Restricted Stock Agreement (the Notice and Restricted Stock Agreement constituting this “Award Agreement”), Calyxt, Inc., a Delaware corporation (the “Company”) has granted you an award of RSUs (the “Award”). The Award is granted under and is subject to the Calyxt, Inc. 2017 Omnibus Incentive Plan (the “Plan”). Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. The provisions of the Plan shall control in the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you.
Employment Agreement (Consolidation of the Successive Amendments to the Initial Contract dated January 2, 2006)Employment Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
The company CELLECTIS, having its registered office located at 8 rue de la Croix Jarry, 75013 Paris, France, represented by Mr. André CHOULIKA, as Chief Executive Officer,
SETTLEMENT AGREEMENT, WAIVER AND RELEASESettlement Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • Minnesota
This Settlement Agreement and Release [the “Agreement”] is executed by and between Gregory R. Smith [“Smith”], and Calyxt, Inc., f/n/a Cellectis Plant Sciences [“Calyxt”] [sometimes jointly referred to as “the Parties”].
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Exclusive License Agreement • July 3rd, 2017 • Calyxt, Inc. • Agricultural chemicals
PLANT BIOSCIENCE LIMITED, a company registered in England with number 2896390 and whose registered office is at John Innes Centre, Norwich Research Park, Colney Land, Norwich NR4 7UH, UK (hereinafter “PBL”) and
TRANSFER AND ASSIGNMENT AGREEMENTTransfer and Assignment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • New York
THIS TRANSFER AND ASSIGNMENT AGREEMENT dated as of May 3, 2022 (this “Agreement”) is by and between Cibus Europe B.V., a Netherlands private limited liability company (Besloten Vennootschap) (“Transferor”) and Cibus Global, LLC, a Delaware limited liability company (“Transferee”). Transferor and Transferee are sometimes referred to individually as a “Party” and collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • New York
This Consulting Agreement (this “Agreement”) is made as of January 1st, 2010 (the “Effective Date”) by and between Cellectis Plant Sciences, Inc., a Delaware corporation (“Client”), and Daniel F. Voytas, an individual residing at 2197 FOL WELL A VENUE, FALCON HEIGHTS, MN 55108 USA, (“Consultant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • 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”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CIBUS GLOBAL, LLC a Delaware limited liability company Dated as of May 31, 2023Limited Liability Company Agreement • June 1st, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Cibus Global, LLC, a Delaware limited liability company (the “Company”), is made as of May 31, 2023 (the “Effective Date”) by and among Cibus, Inc. (f/k/a Calyxt, Inc.), a Delaware corporation, in its capacity as the Managing Member of the Company, the Company and the Members set forth on Exhibit A hereto and each other person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act (as defined below).
AMENDMENT NO. 1 TO OPEN MARKET SALE AGREEMENTSMOpen Market Sales Agreement • October 3rd, 2022 • Calyxt, Inc. • Agricultural chemicals • New York
Reference is made to the Open Market Sales Agreement, dated September 21, 2021 (the “Agreement”), by and between Calyxt, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”). The Company and the Agent (collectively, the “Parties”) wish to amend the Agreement, pursuant to Section 8(h) of the Agreement, to remove the aggregate offering price cap under the Agreement (this “Amendment”). The Parties therefore hereby agree as follows:
ContractPromissory Note and Pledge Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS LENDER (AS DEFINED BELOW) ESTABLISHES TO THE SATISFACTION OF DEBTOR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Commercial License Agreement • June 16th, 2017 • Calyxt, Inc. • Agricultural chemicals
Reference is made to the Commercial License Agreement made effective on December 9, 2014 between Calyxt Inc. (“Calyxt” or “CPS”, initially known as Cellectis Plant Sciences Inc.) and Two Blades Foundation (hereinafter the “Agreement”).
