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”.
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”).
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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
This Executive Employment Agreement (“Agreement”), is entered into effective as of October 4, 2021 (“Effective Date”), by and between Cibus Global, LLC, a Delaware limited liability company (the “Company”) and Rory B. Riggs (“Executive”).
ASSIGNMENT AGREEMENTAssignment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals
This Assignment Agreement, dated as of May 3, 2022 (this “Agreement”), is entered into by and between Cibus Global, LLC, a Delaware limited liability company (“Contributor”) and Cibus Charitable Foundation, Inc., a Delaware non-stock, nonprofit corporation (“Contributee”). Contributor and Contributee are sometimes referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Contribution Agreement (as defined below).
CONTRIBUTION AND ASSIGNMENT AGREEMENTContribution and Assignment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • New York
THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT dated as of May 3, 2022 (this “Agreement”) is by and between Cibus Global, LLC, a Delaware limited liability company, as contributor (“Contributor”) and Cibus Charitable Foundation, Inc., a Delaware non-stock, nonprofit corporation, as contributee (“Contributee”). Contributor and Contributee are sometimes referred to individually as a “Party” and collectively as the “Parties”.
WARRANT TRANSFER AND EXCHANGE AGREEMENT BY AND BETWEEN CIBUS GLOBAL, LTD., THE PERSONS AND ENTITIES NAMED HEREIN AS SELLERS AND RORY RIGGS, AS THE SELLER REPRESENTATIVE DATED AS OF DECEMBER 31, 2014Warrant Transfer and Exchange Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • New York
This WARRANT TRANSFER AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014 (the “Effective Date”), by and among Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (“Cibus”), each of the Investors (as defined below) who become a party hereto as a “Seller” pursuant to Section 1.3 hereof (each, a “Seller” and collectively, the “Sellers”), and Rory Riggs, an individual, as the representative of the Sellers (the “Seller Representative”). Defined terms used herein and not otherwise defined shall have the meaning set forth in Section 10.1 hereof.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • New York
This Intellectual Property Security Agreement (this “Agreement”) is made as of December 31, 2014, by and between each of the entities listed on Schedule A attached hereto (each, a “Grantor” and collectively, the “Grantors”) and Rory Riggs, an individual (in his capacity as Seller Representative under the Exchange Agreement referenced below) (“Secured Party”).
First Amendment to Executive Employment AgreementExecutive Employment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals
This First Amendment to Executive Employment Agreement (“Amendment”) is entered into effective September 17, 2021 (“Effective Date”), by and between Greg Gocal, Ph.D. (“Executive”) and Cibus Global, LLC, a Delaware limited liability company (as successor to Cibus Global Ltd.) (“Company”), who agree to amend that certain Executive Employment Agreement dated November 15, 2018 (“Agreement”), by and between Executive and the Company, as set forth below. For purposes of this Amendment, the Company and Executive may collectively be sometimes referred to as the “Parties” or individually, as a “Party”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
This Amended and Restated Executive Employment Agreement (“Agreement”), is entered into effective as of December 17, 2021 (“Effective Date”), by and between Cibus US, LLC, a Delaware limited liability company (the “Company”) and Wade Hampton King (“Executive”).
First Amendment to Executive Employment AgreementExecutive Employment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals
This First Amendment to Executive Employment Agreement (“Amendment”) is entered into effective September 17, 2021 (“Effective Date”), by and between Peter R. Beetham, Ph.D. (“Executive”) and Cibus Global, LLC, a Delaware limited liability company (as successor to Cibus Global Ltd.) (“Company”), who agree to amend that certain Executive Employment Agreement dated November 15, 2018 (“Agreement”), by and between Executive and the Company, as set forth below. For purposes of this Amendment, the Company and Executive may collectively be sometimes referred to as the “Parties” or individually, as a “Party”.
AMENDMENT NO. 1 TO PROMISSORY NOTE AND PLEDGE AGREEMENTPromissory Note and Pledge Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE AND PLEDGE AGREEMENT (this “Amendment”) is made as of March 24, 2022 by and among Cibus Global, LLC, a Delaware limited liability company (the “Lender”) and Rory Riggs, an individual (“Debtor”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2023 • Calyxt, Inc. • Agricultural chemicals
This First Amendment to Executive Employment Agreement (“Amendment”) is entered into effective as of December 2, 2021 and amends the Executive Employment Agreement (“Agreement”), by and between Cibus Global, LLC, a Delaware limited liability company (the “Company”) and Rory B. Riggs (“Executive”), as follows:
