CALYXT, INC. (a Delaware corporation) [ ● ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • New York
acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Lock-Up Securities the undersigned may purchase in the offering.
STOCKHOLDERS AGREEMENT by and among CALYXT, INC., CELLECTIS S.A. and the Persons listed on Schedule A hereto Dated as of [●], 2017Stockholders Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • Delaware
THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the “Company”), Cellectis S.A., a French société anonyme (“Cellectis”) and the Persons listed on Schedule A hereto (each, a “Non-Cellectis Holder” and collectively, the “Non-Cellectis Holders”).
SEPARATION AGREEMENTSeparation Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • New York
THIS SEPARATION AGREEMENT, dated as of [—], 2017, is by and between CELLECTIS S.A., a French société anonyme (“Cellectis”) and CALYXT, INC., a Delaware corporation (the “Company” and each of Cellectis and the Company, a “Party” and, together, the “Parties”). Capitalized terms used herein shall have the respective meanings assigned to them in Article 1 hereof.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
This Agreement is made by and between CELLECTIS SA, a French Société Anonyme, located at 8, rue de la Croix Jarry, 75013 Paris, France, (hereinafter “CLS”); CELLECTIS, INC., a Delaware corporation, located at 430 East 29th Street, New York, New York, 10016, USA (hereinafter “CLI”); and CALYXT, INC., a Delaware corporation, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA, (hereinafter “CLX”). CLS, CLI, and CLX are thereafter named individually, a “Party” and together the “Parties”.
FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
This FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT (the “Amendment”) is entered into and made effective as of [●], 2017 by and among Cellectis S.A. (“CLS”), Cellectis, Inc. (“CLI”) and Calyxt, Inc. (“CLX”), each a Party and together the Parties.
Employment Agreement (Consolidation of the Successive Amendments to the Initial Contract dated January 2, 2006)Employment Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
The company CELLECTIS, having its registered office located at 8 rue de la Croix Jarry, 75013 Paris, France, represented by Mr. André CHOULIKA, as Chief Executive Officer,
SETTLEMENT AGREEMENT, WAIVER AND RELEASESettlement Agreement, Waiver and Release • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • Minnesota
This Settlement Agreement and Release [the “Agreement”] is executed by and between Gregory R. Smith [“Smith”], and Calyxt, Inc., f/n/a Cellectis Plant Sciences [“Calyxt”] [sometimes jointly referred to as “the Parties”].
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS...Exclusive Licence Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
CALYXT, INC. (formerly named CELLECTIS PLANT SCIENCES), a company existing and registered under the laws of Delaware, located at [*****], under the [*****] (hereinafter “CALYXT”).
CONSULTING AGREEMENTConsulting Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • New York
This Consulting Agreement (this “Agreement”) is made as of January 1st, 2010 (the “Effective Date”) by and between Cellectis Plant Sciences, Inc., a Delaware corporation (“Client”), and Daniel F. Voytas, an individual residing at 2197 FOL WELL A VENUE, FALCON HEIGHTS, MN 55108 USA, (“Consultant”).
UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals • Delaware
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “Agreement”) is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at [*****] (the “University”), and the Licensee identified below. The University and the Licensee agree that:
AMENDMENT 1 TO CONSULTING AGREEMENTConsulting Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
This Amendment to the Consulting Agreement (the “Amendment”) is made as of December 21, 2012 (the “Effective Date”) by and between Cellectis Plant Sciences, a corporation registered under the laws of Delaware, located at 600 West County Road D New Brighton, Minnesota, 55112, represented by Luc MATHIS acting as Chief Executive Officer (“Client”), and Daniel F. VOYTAS, an individual residing at 2197 Folwell Avenue, Falcon Heights, MN 55108 USA (“Consultant”).
LICENSE AGREEMENTLicense Agreement • June 23rd, 2017 • Calyxt, Inc. • Agricultural chemicals
This LICENSE AGREEMENT (this “Agreement”), dated as of [•], 2017 (the “Effective Date”), is entered into by and between Cellectis S.A., a corporation existing and registered under the laws of France, located at 8 rue de la Croix Jarry, 75013 Paris, France (“Cellectis”), and Calyxt, Inc., a corporation existing and registered under the laws of Delaware, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA (“Calyxt”) (each a “Party” and collectively, the “Parties”).
