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”).
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”).
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).
EXCHANGE AGREEMENTExchange Agreement • June 1st, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of May 31, 2023, by and among Cibus, Inc. (f/k/a Calyxt, Inc.), a Delaware corporation, Cibus Global, LLC, a Delaware limited liability company, and the holders from time to time party hereto, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • June 1st, 2023 • Calyxt, Inc. • Agricultural chemicals
This FIRST AMENDMENT TO THE LICENSE SERVICES AGREEMENT (the “First Amendment”) is made and entered into effective as of May 31, 2023 (the “First Amendment Effective Date”) by and between Cellectis S.A., a corporation existing and registered under the laws of France (“Cellectis”), and Calyxt, Inc., a corporation existing and registered under the laws of Delaware (“Calyxt”).
CIBUS BUSINESSMerger Agreement • June 1st, 2023 • Calyxt, Inc. • Agricultural chemicals
Following the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 13, 2023, as amended by the First Amendment thereto dated as of April 14, 2023 (as amended, the “Merger Agreement,” and the transactions contemplated thereby, the “Transactions”), by and among Cibus, Inc. (formerly known as Calyxt, Inc.) (the “Company”); Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of Calyxt; Cibus Global, LLC, a Delaware limited liability company (“Cibus”); and the blocker entities party thereto, the Company’s business will primarily consist of the historical operations of Cibus, but the Company will continue to conduct the historical operations of Calyxt, Inc. (prior to the completion of the Transactions, “Calyxt”). This exhibit contains a description of the historical operations of Cibus and is intended to supplement the Company’s prior disclosures of the historical operations of Calyxt. Capitali
TAX RECEIVABLE AGREEMENT among CIBUS, INC. (f/k/a Calyxt, Inc.) and THE PERSONS NAMED HEREIN Dated as of May 31, 2023Tax Receivable Agreement • June 1st, 2023 • Calyxt, Inc. • Agricultural chemicals • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 31, 2023, is hereby entered into by and among Cibus, Inc. (f/k/a Calyxt, Inc.), a Delaware corporation (the “Corporate Taxpayer”), the TRA Party Representative and each of the other persons from time to time party hereto (the “TRA Parties”). Capitalized terms used but not defined herein have their respective meanings set forth in the Merger Agreement.
