The trū Shrimp Companies, Inc. and VStock Transfer, LLC, as Warrant AgentWarrant Agency Agreement • February 7th, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2022 (“Agreement”), between The trū Shrimp Companies, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Delaware
THIS AGREEMENT (“Agreement”) dated as of the _____ day of __________, 2022, is by and between The trū Shrimp Companies, Inc., a Delaware corporation (the “Company”), and ___________ _________________ (“Indemnitee”).
EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 7th, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
THIS STOCK OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between The trū Shrimp Companies, Inc., a Deleware corporation (the “Company”) and the person named below (the “Optionee”). The Option granted hereby is granted under The trū Shrimp Companies, Inc. Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, terms used in this Option Agreement that are defined in the Plan will have the meanings given to them in the Plan.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (together with any Exhibits hereto, this “Agreement”), effective on October 4th, 2021, is made by and between The trū Shrimp Company, (the “Company”) and Bruce C. Paterson (the “Executive”) (each a “Party” and together, the “Parties”).
THE TRU SHRIMP COMPANY STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 6th day of May, 2021 by and among The tru Shrimp Company, a Delaware corporation (the “Company”) and the Sidney Williams Emery, Jr. Revocable Trust (the “Purchaser”).
CONTRACT FOR DEEDContract for Deed • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This Contract for Deed (the “Contract”) is entered into effective as of the above date (the “Effective Date”) by Knochenmus Enterprises, LLP, a limited liability partnership under the laws of Minnesota (“Seller”), and The Tru Shrimp Company, a Delaware corporation (“Purchaser”).
LICENSE AGREEMENT between Ralco Nutrition, Inc. and The Texas A&M University SystemLicense Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This agreement (“Agreement”) is made between Ralco Nutrition, Inc., a Corporation with principal offices in Marshall, MN, (“LICENSEE”) and The Texas A&M University System, an agency of the State of Texas, with principal offices in College Station, Texas, (“SYSTEM”), collectively referred to as “Parties” and individually as “Party.”
UNDERWRITING AGREEMENT THE TRŪ SHRIMP COMPANIES, INC. [●] Units Consisting of [●] Shares of Common Stock and [●] Warrants to Purchase [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 7th, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • New York
The trū Shrimp Companies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [●] units (“Underwritten Units”) consisting of (i) an aggregate of [●] shares of common stock (the “Underwritten Shares”), par value $0.001 per share (the “Common Stock”), of the Company and (ii) [●] warrants (the “Firm Warrants”), exercisable to purchase an aggregate of [●] shares of Common Stock, which warrants shall have an exercise price of $[●], subject to adjustment therein. The Company also proposes to issue and sell to the several underwriters, at the option of the Underwriters, up to an additional [●] units (the “Option Units”) consisting of (i) [●] shares of Common Stock (the “Options Shares”) and (ii) warrants (the “Option Shares”), exercisable to purchase an aggregate of [●] shares of Common Stock, which warrants shall
LICENSE AGREEMENT between Ralco Nutrition, Inc. and The Texas A&M University SystemLicense Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This agreement (“Agreement”) is made between Ralco Nutrition, Inc., a Corporation with principal offices in Marshall, MN, (“LICENSEE”) and The Texas A&M University System, an agency of the State of Texas, with principal offices in College Station, Texas, (“SYSTEM”), collectively referred to as “Parties” and individually as “Party.”
LEASE ADDENDUM AGREEMENTLease Addendum Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This Lease Addendum Agreement (“Lease Addendum”), dated effective as of October 1st, 2018 (the “Lease Addendum Date”), is an addendum to the Lease Agreement (“Lease Agreement”), dated July 1st, 2018, between The tru Shrimp Company, a Delaware corporation (“Landlord”), and Ralco Nutrition, Inc., a Minnesota corporation (“Tenant”).
LEASE AGREEMENT BETWEEN KNOCHENMUS ENTERPRISES, LLP, A MINNESOTA LIMITED LIABILITY PARTNERSHIP; AND THE TRU SHRIMP COMPANY, A DELAWARE CORPORATION.Lease Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
THIS LEASE AGREEMENT (this “Lease”) is made as of January 1, 2018 (the “Effective Date”), by and between KNOCHENMUS ENTERPRISES, LLP, a Minnesota limited liability partnership (“Landlord”) and THE TRU SHRIMP COMPANY, a Delaware corporation (“Tenant”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF THE TRŪ SHRIMP COMPANY EXERCISABLE ON OR BEFORE, AND VOID AFTERWarrant Agreement • February 7th, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
THIS CERTIFIES THAT ______________________ or registered assigns, is entitled to subscribe for and purchase from The trū Shrimp Company, a Delaware corporation (the “Company”) at any time on or after __________, 2021, through __________, 2028 up to ______ shares of the Company's common stock (or such lesser number of shares as shall have been vested pursuant to the provisions of Section 1 below) at an exercise price of $9.33 per share, subject to adjustment as provided herein (as adjusted, the "Exercise Price").
AMENDMENT NO. 1 to the LICENSE AGREEMENT between RNI Aquaculture, LLC and The Texas A&M University SystemLicense Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This amendment (“Amendment No. 1”) to the license agreement dated December 26, 2014 (the “Agreement”; SYSTEM reference no. L-1250) is made and entered into by and between RNI Aquaculture, LLC, a limited liability company with principal offices in Marshall, Minnesota (“LICENSEE”) and The Texas A&M University System, with principal offices in College Station, Texas, (“SYSTEM), collectively referred to as “Parties” and individually as “Party.”
TERM NOTETerm Note • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This Term Note is the Term Note referred to in, and is entitled to the benefits of, the Loan Agreement, dated effective as of July 31, 2019, by and between the Borrower and the Lender (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. The Loan Agreement, among other things, contains provisions for acceleration of the maturity of this Term Note upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity of this Term Note upon the terms and conditions specified in the Loan Agreement. This Term Note is secured by the Security Documents referred to in the Loan Agreement, reference to which is hereby made for a description of the collateral provided for under the Security Documents and the rights of the Borrower and the Lender with respec
THE TRU SHRIMP COMPANY 2017 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Delaware
THIS STOCK OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between The tru Shrimp Company, a Delaware corporation (the “Company”) and the person named below (the “Optionee”). The Option granted hereby is granted under The tru Shrimp Company 2017 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, terms used in this Option Agreement that are defined in the Plan will have the meanings given to them in the Plan.
STOCK OPTION AGREEMENTStock Option Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
THIS STOCK OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between The tru Shrimp Company, a Deleware corporation (the “Company”) and the person named below (the “Optionee”). The Option granted hereby is granted under The tru Shrimp Company 2019 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, terms used in this Option Agreement that are defined in the Plan will have the meanings given to them in the Plan.
Amended and Restated Shared Services AgreementShared Services Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This Shared Services Agreement (the “Agreement”) is entered into effective as of July 1, 2021 (the “Effective Date”) between Ralco Nutrition, Inc., (“Provider”), and The trū Shrimp Company, Inc. (“Purchaser”) (each a “Party” and collectively, the “Parties”).
VOTING AGREEMENTVoting Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 8th day of August 2017, by and among The tru Shrimp Company, a Delaware corporation (the “Company”), each holder (“Stockholder”) of the Company’s Common Stock, $0.001 par value per share (“Common Stock”) or holder (“Noteholder”) of a Convertible Promissory Note convertible into Common Stock listed on Schedule A (with the Stockholders and Noteholder collectively, the “Investors”).
LEASE AGREEMENTLease Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
This Lease Agreement (“Lease”), dated effective as of July 1, 2018 (the “Lease Commencement Date”), is by and between The tru Shrimp Company, a Delaware corporation (“Landlord”), and Ralco Nutrition, Inc., a Minnesota corporation (“Tenant”).
AMENDMENT NO. 2 to the LICENSE AGREEMENT between The tru Shrimp Company and The Texas A&M University SystemLicense Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This amendment (“Amendment No. 2”) to the license agreement dated December 26, 2014, as amended December 12, 2018, (the “Agreement”; SYSTEM reference no. L-1250), is made and entered into by and between The tru Shrimp Company, a company with principal offices in Marshall, Minnesota (“LICENSEE”), and The Texas A&M University System, with principal offices in College Station, Texas, (“SYSTEM”), collectively referred to as “Parties” and individually as “Party.”
INTELLECTUAL PROPERTY NONEXCLUSIVE LICENSE AGREEMENTIntellectual Property Nonexclusive License Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
THIS AGREEMENT is made as of 15 September 2017 by and between Ralco Nutrition Inc., a Minnesota Corporation, with offices at 1600 Hahn Road, Marshall, MN 56258 (LICENSOR), and The tru Shrimp Company, a Delaware corporation (“tru Shrimp”) (LICENSEE) (collectively the “PARTIES”).
LOAN AGREEMENTLoan Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
THIS LOAN AGREEMENT (this “Agreement”), dated effective as of July 31, 2019, is entered into by and between THE TRŪ SHRIMP COMPANY, a Delaware corporation (the “Borrower”), and EAGLE ENERGY, LLC, a South Dakota limited liability company (the “Lender”).
AMENDMENT NO. 1 to the LICENSE AGREEMENT between RNI Aquaculture, LLC and The Texas A&M University SystemLicense Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This amendment (“Amendment No. 1”) to the license agreement dated April 16, 2015 (the “Agreement”; SYSTEM reference no. L-1280) is made and entered into by and between RNI Aquaculture, LLC, a limited liability company with principal offices in Marshall, Minnesota (“LICENSEE”) and The Texas A&M University System, with principal offices in College Station, Texas, (“SYSTEM”), collectively referred to as “Parties” and individually as “Party.”
THE TRU SHRIMP COMPANYRight of First Offer • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
PARIMER SCIENTIFIC MASTER CONTRACT RESEARCH AND MANUFACTURING SERVICE AGREEMENTMaster Contract Research and Manufacturing Service Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • South Carolina
This agreement serves as the principal and solely authoritative contractual agreement between PARIMER and the CLIENT. This contract outlines explicitly Warranty, Cooperation, Scope of Work, Payment Terms, Invention Assignment, Confidentiality, Indemnification, and Arbitration Agreement
UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENTUnsecured Convertible Note Purchase Agreement • February 7th, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
THIS NOTE PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY U.S. OR OTHER SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES REVIEWED OR DETERMINED THE ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENTUnsecured Convertible Note Purchase Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties • Minnesota
THIS NOTE PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY U.S. OR OTHER SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES REVIEWED OR DETERMINED THE ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
VOTING AGREEMENT AMENDMENT #1Voting Agreement • February 2nd, 2022 • Tru Shrimp Companies, Inc. • Agricultural prod-livestock & animal specialties
This amendment #1 to the Voting Agreement dated August 8, 2017 is made and entered into this ___ day of May, 2021 by and among the Company, the Investors and the Sidney Williams Emery, Jr. Revocable Trust (all terms not otherwise described herein are defined in the Voting Agreement.)
