STOCKHOLDERS AGREEMENT by and among CALYXT, INC., CELLECTIS S.A. and the Persons listed on Schedule A hereto Dated as of [●], 2017Stockholders Agreement • June 16th, 2017 • 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 [●], 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”).
SEPARATION AGREEMENTSeparation Agreement • June 16th, 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.
AMENDMENT 1 TO THE COMMERCIAL LICENSE AGREEMENTThe Commercial License Agreement • June 16th, 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 [*****], 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 [*****] (“2 Blades”; CPS and 2 Blades, each a “Party” and collectively, the “Parties”).
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • June 16th, 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 [*****] (“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 [*****] (“2 Blades”; CPS and 2 Blades, each a “Party” and collectively, the “Parties”).
CALYXT, INC. NOTICE OF RESTRICTED STOCK UNIT AWARDAdoption Agreement • June 16th, 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 16th, 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, Waiver and Release • June 16th, 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”].
CONSULTING AGREEMENTConsulting Agreement • June 16th, 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”).
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...Calyxt, Inc. • June 16th, 2017 • 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”).
AMENDMENT 1 TO CONSULTING AGREEMENTConsulting Agreement • June 16th, 2017 • Calyxt, Inc. • Agricultural chemicals
This Amendment to the Consulting Agreement (the “Amendment”) is made as of December 21, 2012 (the “Effective Date”) by and between Cellectis Plant Sciences, a corporation registered under the laws of Delaware, located at 600 West County Road D New Brighton, Minnesota, 55112, represented by Luc MATHIS acting as Chief Executive Officer (“Client”), and Daniel F. VOYTAS, an individual residing at 2197 Folwell Avenue, Falcon Heights, MN 55108 USA (“Consultant”).
FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 16th, 2017 • Calyxt, Inc. • Agricultural chemicals
This FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT (the “Amendment”) is entered into and made effective as of [●], 2017 by and among Cellectis S.A. (“CLS”), Cellectis, Inc. (“CLI”) and Calyxt, Inc. (“CLX”), each a Party and together the Parties.
