0001437749-22-002169 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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”).

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THE TRU SHRIMP COMPANY STOCK PURCHASE AGREEMENT
Stock 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 DEED
Contract 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 System
License 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.”

LICENSE AGREEMENT between Ralco Nutrition, Inc. and The Texas A&M University System
License 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 AGREEMENT
Lease 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”).

AMENDMENT NO. 1 to the LICENSE AGREEMENT between RNI Aquaculture, LLC and The Texas A&M University System
License 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 NOTE
Tru Shrimp Companies, Inc. • February 2nd, 2022 • 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 AGREEMENT
Stock 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 AGREEMENT
Stock 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 Agreement
Shared 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 AGREEMENT
Voting 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 AGREEMENT
Lease 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 System
License 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 AGREEMENT
Intellectual 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 AGREEMENT
Loan 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 System
License 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 COMPANY
Tru Shrimp Companies, Inc. • February 2nd, 2022 • Agricultural prod-livestock & animal specialties
PARIMER SCIENTIFIC MASTER CONTRACT RESEARCH AND MANUFACTURING SERVICE AGREEMENT
Tru Shrimp Companies, Inc. • February 2nd, 2022 • 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 AGREEMENT
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 #1
Voting 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.)

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