EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of December ---, 1997, by and between Richard K. Bestwick, Ph.D. ("Employee") and Agritope, Inc., a Delaware corporation (the "Company"). 1. Services. 1.1 Employment. The Company agrees...Employment Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
LEASE OF LAND AND CERTAIN IMPROVEMENTS LOCATED AT 4288 BODEGA AVENUEOption Agreement • October 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • California
THESE WARRANTS AND THE SHARES OF COMMON STOCK UNDERLYING THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF,...Warrant Agreement • December 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 10.7 (REDACTED)Agreement • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research
THESE WARRANTS AND THE SHARES OF COMMON STOCK UNDERLYING THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF,...Agritope Inc • December 24th, 1997 • Services-commercial physical & biological research • Delaware
AMONG AGRITOPE, INC., VINIFERA, INC., AND [PURCHASER] JUNE 1, 1999Stock Purchase Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • Oregon
THESE WARRANTS AND THE SHARES OF COMMON STOCK UNDERLYING THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF,...Agritope Inc • October 22nd, 1997 • Services-commercial physical & biological research • Oregon
ARTICLE 1 DEFINITIONS................................................ 1 ARTICLE 2 PRE-DISTRIBUTION TRANSACTIONS....................................... 4 2.1 Private Placement of Agritope Equity. ..................................................... 4...Separation Agreement • August 29th, 1997 • Agritope Inc • Oregon
andRights Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of December 15, 1998, by and between D. Ry Wagner ("Employee") and Agritope, Inc., a Delaware corporation (the "Company"). 1. Services. -------- 1.1 EMPLOYMENT. The Company agrees to...Employment Agreement • December 24th, 1998 • Agritope Inc • Services-commercial physical & biological research • Oregon
EXHIBIT 10.2 (REDACTED)Agritope Inc • August 12th, 1999 • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 14th, 2000 • Agritope Inc • Services-commercial physical & biological research • Delaware
AGRITOPE, INC. (A DELAWARE CORPORATION) AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS (DIRECTORS) This Agreement is made as of November , 1997, by and between AGRITOPE, INC., a Delaware corporation (the "Corporation"), and ------------ (the...Agritope Inc • December 8th, 1997 • Services-commercial physical & biological research • Delaware
andRights Agreement • December 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made as of this 31st day of May, 1995 by and between Vinifera, Inc., an Oregon corporation (the "Company"), and Joseph A. Bouckaert ("Bouckaert"). W I T N E S S E T H : WHEREAS, the Company is...Employment and Noncompetition Agreement • October 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
RECITALSTax Allocation Agreement • October 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
AMENDED AND RESTATED UNIT PURCHASE AGREEMENTUnit Purchase Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • Oregon
RECITALSEmployee Benefits Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
RECITALSForm of Voting Agreement • September 14th, 2000 • Agritope Inc • Services-commercial physical & biological research • Delaware
BETWEENResearch and Development Agreement • December 12th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
AGREEMENT ---------Purchase and Sale Agreement and Escrow Instructions • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
EXHIBIT 10.5 (REDACTED)License and Option Agreement • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, Ca. 95054 (408) 654-1000 - Fax (408) 980-6410 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT This Accounts Receivable Purchase Agreement (the "Agreement") Is made on this TWENTIETH day of MAY 1999, by and...Accounts Receivable Purchase Agreement • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
AGRITOPE, INC. (A DELAWARE CORPORATION) AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS (OFFICERS) This Agreement is made as of November , 1997, by and between AGRITOPE, INC., a Delaware corporation (the "Corporation"), and ------------ (the...Agritope Inc • December 8th, 1997 • Services-commercial physical & biological research • Delaware
SUPERIOR TOMATO ASSOCIATES, L.L.C. OPERATING AGREEMENT February 19, 1996Operating Agreement • December 22nd, 1997 • Agritope Inc • Services-commercial physical & biological research • Delaware
WELLS FARGO BANK REVOLVING LINE OF CREDIT NOTE -------------------------------- ------------------------------------------------Wells Fargo • December 29th, 1999 • Agritope Inc • Services-commercial physical & biological research • California
EXHIBIT 10.1 (REDACTED)Limited Liability Company Agreement • August 12th, 1999 • Agritope Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 10.6 (REDACTED)Agritope Inc • August 12th, 1999 • Services-commercial physical & biological research • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "1933 ACT"), AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS THE TRANSACTION IS...Warrant And • December 24th, 1998 • Agritope Inc • Services-commercial physical & biological research • Oregon
AMERICAN EQUITIES OVERSEAS, INC. Acting Through American Equities Overseas (UK), Ltd. 16 Old Bond Street London, England W1X 3DB December ---, 1997 Agritope, Inc. 8505 S.W. Creekside Place Beaverton, Oregon 97008 Attention: Adolph J. Ferro, Ph.D....Agritope Inc • December 22nd, 1997 • Services-commercial physical & biological research
OPTION TO LICENSE AND RESEARCH SUPPORT AGREEMENT BETWEEN THE SALK INSTITUTE FOR BIOLOGICAL STUDIES AND EPITOPE, INC.License and Research Support Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • California
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • December 12th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
AGRITOPE, INC. AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS (DIRECTORS) This Agreement is made as of October , 1997, by and between AGRITOPE, INC., an Oregon corporation (the "Corporation"), and ____________ (the "Director"), a director of...Agritope Inc • August 29th, 1997 • Oregon
TRANSITION SERVICES AND FACILITIES AGREEMENT This TRANSITION SERVICES AND FACILITIES AGREEMENT (this "Agreement"), dated as of December 1, 1997, is between EPITOPE, INC., an Oregon corporation ("Epitope"), and AGRITOPE, INC., a Delaware corporation...Transition Services and Facilities Agreement • December 8th, 1997 • Agritope Inc • Services-commercial physical & biological research • Oregon
