REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2022 • Kalera Public LTD Co • Agricultural production-crops
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 2022, between Kalera Public Limited Company, a Republic of Ireland corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • May 9th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of [_], 2022, between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1 1102, Cayman Islands (“Company”), and [_], as warrant agent (“Warrant Agent”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT KALERA PUBLIC LIMITED COMPANYKalera Public LTD Co • October 21st, 2022 • Agricultural production-crops • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”), and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for from Kalera Public Limited Company, an Irish incorporated public limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The subscription price of one Ordinary Share under this Warrant shall be equal to the Aggregate Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 1st, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
CLASS A ORDINARY SHARE PURCHASE WARRANT kalera public limited companyKalera Public LTD Co • November 1st, 2022 • Agricultural production-crops • New York
THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value of $0.0001 received by the Company, _____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 31, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 31, 2027 (the “Termination Date”) but not thereafter, to subscribe for, from Kalera Public Limited Company, an Irish incorporated public limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The subscription price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 26, 2022, between Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland with registered number 606356 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. BRENT DE JONG DEED OF INDEMNIFICATIONKalera Public LTD Co • July 5th, 2022 • Agricultural production-crops
This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356), Kalera, Inc., a Delaware corporation (“Kalera” and together with the Company the “Indemnitors” and each an “Indemnitor”) and Brent de Jong (the “ Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2022, by and among (i) Kalera Public Limited Company, a private limited company incorporated in Ireland with registered number 606356 (together with its successors, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 9th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022, by and among (i) Kalera Public Limited Company, a public limited company incorporated in Ireland with registered number 606356 (together with its successors, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT KALERA PUBLIC LIMITED COMPANYShare Purchase Warrant • November 1st, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”), and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for, from Kalera Public Limited Company, an Irish incorporated public limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The subscription price of one Ordinary Share under this Warrant shall be equal to the Aggregate Exercise Price, as defined in Section 2(b).
KALERA,INC EXECUTIVE EMPLOYMENT AGREEMENT FOR COOExecutive Employment Agreement • May 9th, 2022 • Kalera Public LTD Co • Agricultural production-crops • Florida
This Executive Employment Agreement ("Agreement") is made effective for all purposes and in all respects as of this 4" day of May_, 2020, by and between Kalera, Inc. ("Employer" "Company" or "Kalera") and Austin D. Martin ("Executive") who shall collectively be known herein as "the Parties".
ASSIGNMENT AND ASSUMPTION AGREEMENT between AGRICO ACQUISITION CORP. KALERA PUBLIC LIMITED COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated June 28, 2022Assignment and Assumption Agreement • July 5th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated June 28, 2022, is made by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), Kalera Public Limited Company, a public limited company incorporated in Ireland with registered number 606356 (“PubCo”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent, in relation to the Second Amended and Restated Warrant Agreement, dated June 28, 2022, by and between the Company and Computershare (the “Second Amended and Restated Warrant Agreement”).
Contingent Value Rights Agreement between Kalera plc and Computershare Inc. and Computershare Trust Company, N.A., collectively, as Rights Agent Dated as of June 28, 2022Contingent Value Rights Agreement • July 5th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of June 28, 2022 (this “Agreement”), is entered into by and between Kalera plc, an Irish public company limited by shares (“Kalera”), and Computershare Inc., a Delaware corporation and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Rights Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2022, between Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland with registered number 606356 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
kalera.Kalera Public LTD Co • May 13th, 2022 • Agricultural production-crops
As you are aware, we are in the process of drafting and finalizing the terms of your Kalera, Inc. Executive Employment Agreement (the "Employment Agreement"). Pursuant to the terms of the Employment Agreement, you will be paid an agreed upon annual salary, as well as additional agreed upon compensation set forth therein.
DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. DR. CRISTIAN TOMA DEED OF INDEMNIFICATIONDeed of Indemnification • July 5th, 2022 • Kalera Public LTD Co • Agricultural production-crops
This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356), Kalera, Inc., a Delaware corporation (“Kalera” and together with the Company the “Indemnitors” and each an “Indemnitor”) and Cristian Toma (the “ Indemnitee”).
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT between AGRICO ACQUISITION CORP. KALERA PUBLIC LIMITED COMPANY and Dated [_], 2022Assignment and Assumption Agreement • May 9th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated [_], 2022, is made by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), Kalera Public Limited Company, a public limited company incorporated in Ireland with registered number 606356 (“PubCo”), and [_], a [_], as warrant agent, and amends the Warrant Agreement, dated July 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as amended (the "Existing Warrant Agreement"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement;
SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 5th, 2022 • Kalera Public LTD Co • Agricultural production-crops • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of June 28, 2022, between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1 1102, Cayman Islands (“Company”), and Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent (“Warrant Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2022 • Kalera Public LTD Co • Agricultural production-crops • Florida
This Executive Employment Agreement ("Agreement") is made effective for all purposes and in all respects as of this 11 day of May, 2022, by and between Kalera, Inc. ("Employer," "Company" or "Kalera") and James Leighton ("Executive") who shall collectively be known herein as "the Parties".
Dated JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. SONNY PERDUE DEED OF INDEMNIFICATIONKalera Public LTD Co • July 5th, 2022 • Agricultural production-crops
This DEED OF IDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356), Kalera, Inc., a Delaware corporation (“Kalera” and together with the Company the “Indemnitors” and each an “Indemnitor”) and Sonny Perdue (the “ Indemnitee”).
LOAN AND SECURITY AGREEMENT Dated as of April 14, 2022 between KALERA, INC., as Borrower and FARM CREDIT OF CENTRAL FLORIDA, ACA, as LenderLoan and Security Agreement • April 21st, 2022 • Kalera Public LTD Co • Agricultural production-crops • Florida
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 14, 2022, between KALERA, INC., a Delaware corporation (the “Borrower”), and FARM CREDIT OF CENTRAL FLORIDA, ACA, as lender (the “Lender”).
DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. ARIC NISSEN DEED OF INDEMNIFICATIONKalera Public LTD Co • July 5th, 2022 • Agricultural production-crops
This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356), Kalera, Inc., a Delaware corporation (“Kalera” and together with the Company the “Indemnitors” and each an “Indemnitor”) and Aric Nissen (the “ Indemnitee”).
