ARCADIA BIOSCIENCES, INC. INVESTORS’ RIGHTS AGREEMENT March 28, 2014Investors’ Rights Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 28th day of March 2014, by and among Arcadia Biosciences, Inc., an Arizona corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
AMENDED AND RESTATED LICENSE AGREEMENT Between ROSS PRODUCTS DIVISION OF ABBOTT LABORATORIES And ARCADIA BIOSCIENCES, INC. Dated JULY 25, 2007License Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Illinois
This Amended and Restated Agreement, made and effective as of July 25, 2007 (this “Agreement”), by and between Arcadia Biosciences, Inc., a corporation of the State of Arizona, United States of America, having its principal place of business at 202 Cousteau Place, Suite 200, Davis California, 95616, U.S.A., (hereinafter “Arcadia”) and Ross Products Division of Abbott Laboratories, a corporation of the State of Illinois, United States of America, having a place of business at 625 Cleveland Avenue, Columbus, Ohio 43215-1724, U.S.A. (hereinafter “Abbott”).
OFFICE LEASEOffice Lease • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
This OFFICE LEASE (the “Lease”), dated March 17, 2003, for reference purposes only, is by and between Marvin L. Oates, Trustee of the Marvin L. Oates Trust, dated March 7, 1995, as Amended and Restated December 20, 2001 and Frank C. Ramos and Joanne M. Ramos as husband and wife (“Landlord”), and Arcadia Biosciences, Inc., an Arizona Corporation (“Tenant”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN ARCADIA BIOSCIENCES, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR DROUGHT-RESISTANT PLANTSExclusive License Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • California
This EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is effective July 2, 2010 (“Effective Date”), by and between (a) The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Davis Campus Technology Transfer Services, at the University of California, Davis, 1850 Research Park Drive, Suite 100, Davis, CA 95618-6134, and (b) Arcadia Biosciences, Inc. (“Licensee”), an Arizona corporation having a principal place of business at 202 Cousteau Place, Suite 200, Davis, California 95618. The Regents and Licensee will be referred to herein, on occasion, individually as a “Party” or collectively as the “Parties”.
COLLABORATIVE RESEARCH & DEVELOPMENT AGREEMENTCollaborative Research & Development Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals
This COLLABORATIVE RESEARCH & DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into by and between Arcadia Biosciences, Inc., an Arizona corporation having a principal business address at 202 Cousteau Place, Suite 200, Davis, California 95616 (“Arcadia”), and Maharashtra Hybrid Seeds Co. Ltd. having a principal business address at Resham Bhavan, 4th Floor, 78 Veer Nariman Road, Mumbai - 400020, India, (hereinafter referred to as “Mahyco”, which term shall mean and include its Affiliates). The parties to this Agreement are collectively referred to as the “Parties” and individually as a “Party”. The Agreement shall be effective as of the Effective Date.
ARCADIA BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 30, 2010 by and among Arcadia Biosciences, Inc., an Arizona corporation (the “Company”), Moral Hazard Corporation, a Delaware corporation (“MHC”) that is the successor in interest to Exeter Life Sciences, Inc., an Arizona corporation (“Exeter”), and the holders of Registrable Securities (defined below) listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).
ASSIGNMENT AND ASSUMPTION OF CONTRACTAssignment and Assumption of License Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Ontario
THIS ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT by and between Seaphire International, Inc. and The University of Toronto Innovations Foundation dated February 14, 2002 (“Assignment”) is made this 2nd day of January 2003 by Seaphire International Inc., an Arizona corporation (“Assignor”) to Arcadia Biosciences, Inc., an Arizona corporation (“Assignee”).
TERM LOAN AGREEMENTTerm Loan Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
This TERM LOAN AGREEMENT, dated as of July 23, 2012 (this “Agreement”), is between Arcadia Biosciences, Inc., an Arizona corporation (the “Borrower”), and Moral Compass Corporation, a Delaware corporation (the “Lender”).
ARCADIA BIOSCIENCES INC. COMMON STOCK PURCHASE WARRANTWarrant Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Arizona
Arcadia Biosciences Inc., an Arizona corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after March , 2014, and on or before the later of (i) 5:00 p.m. (Eastern time) on the fifth (5th) anniversary of the date hereof, or (ii) the second (2nd) anniversary of the consummation of an initial public offering of equity securities by the Company (an “IPO”) (the “Exercise Period”), up to shares of Common Stock, no par value, of the Company (“Common Stock”), at a purchase price of US$4.5410 per share; provided, however, that upon the consummation of a transaction that qualifies as a “Merger Transaction” as defined in the Company’s Amended and Restated Articles of Incorporation, this Warrant must be exercised at or prior to the closing of such Merger Transaction in accordance with Section
LICENSE AGREEMENTLicense Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Alberta
Mr. Eric J. Rey, President and CEO Arcadia Biosciences, Inc. 202 Cousteau Place, Suite 105 Davis, CA 95618 Subject: Cooperative Agreement No. AEG-A-00-08-00009-00 Dear Mr. Rey: Pursuant to the authority contained in the Foreign Assistance Act of 1961,...Cooperative Agreement • December 22nd, 2014 • Arcadia Biosciences, Inc. • Agricultural chemicals • Washington
This application includes data that shall not be disclosed outside the U.S. Government and shall not be duplicated, used, or disclosed — in whole or in part — for any purpose other than to evaluate this application. If, however, a cooperative agreement is awarded to this applicant as a result of, or in connection with, the submission of this data, the U.S. Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting cooperative agreement. This restriction does not limit the U.S. Government’s right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained.
