{"id":40957,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-eden-bioscience-corp-and-stephens-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-eden-bioscience-corp-and-stephens-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-eden-bioscience-corp-and-stephens-group-inc.html","title":{"rendered":"Credit Agreement &#8211; Eden Bioscience Corp. and Stephens Group Inc."},"content":{"rendered":"<pre>\n\n                                CREDIT AGREEMENT\n\n\n\n                                 BY AND BETWEEN\n\n\n\n                           EDEN BIOSCIENCE CORPORATION\n\n\n\n                                       AND\n\n\n\n                              STEPHENS GROUP, INC.\n\n\n\n\n\n                           DATED AS OF AUGUST 16, 2000\n\n   2\n                                CREDIT AGREEMENT\n\n\n         THIS CREDIT AGREEMENT, dated as of August 16, 2000, is made and entered\ninto by and between STEPHENS GROUP, INC. (\"Lender\") and EDEN BIOSCIENCE\nCORPORATION (\"Borrower\"). Words and phrases with initial capitalized letters\nhave the meanings assigned in Article I.\n\n                                R E C I T A L S:\n\n         A. Borrower has requested Lender to extend to Borrower a multiple\nadvance credit facility.\n\n         B. Lender is ready, willing and able to extend such credit facility to\nBorrower on the terms and conditions set forth in this Agreement.\n\n         NOW, THEREFORE, in consideration of the mutual covenants and conditions\nset forth herein, the parties agree as follows:\n\nARTICLE I. DEFINITIONS\n\n         As used herein, the following terms have the meanings set forth below:\n\n         \"Agreement\" means this credit agreement and includes all amendments to\nthis Agreement.\n\n         \"Applicable Law\" means all applicable provisions and requirements of\nall (a) constitutions, statutes, ordinances, rules, regulations, standards,\norders and directives of any governmental bodies, and (b) orders, decisions,\ndecrees, judgments, injunctions and writs of all courts and arbitrators, whether\nsuch Applicable Laws presently exist, or are modified, promulgated or\nimplemented after the date hereof.\n\n         \"Borrower\" has the meaning set forth in the introductory paragraph of\nthis Agreement, and its successors.\n\n         \"Borrowing Notice\" has the meaning set forth in Section 2.3.\n\n         \"Business Day\" means any day except a Saturday, Sunday or other day on\nwhich national banks in the state of Washington are authorized or required by\nlaw to close.\n\n         \"Commitment Period\" means the period commencing on the date of this\nAgreement and ending on December 31, 2000.\n\n\n\n                                                                          PAGE 1\n   3\n         \"Default\" means any condition or event that constitutes an Event of\nDefault or with the giving of notice or lapse of time or both would, unless\ncured or waived, become an Event of Default.\n\n         \"Event of Default\" has the meaning set forth in Section 7.1.\n\n         \"Lender\" has the meaning set forth in the introductory paragraph of\nthis Agreement, and its successors.\n\n         \"Loan\" has the meaning set forth in Section 2.1 and includes all\nrenewals of and amendments to the Loan.\n\n         \"Note\" has the meaning set forth in Section 2.6 and includes all\nrenewals and replacements of and amendments to the Note.\n\n         \"Person\" means any individual, partnership, joint venture, firm,\ncorporation, limited liability company, limited liability partnership,\nassociation, trust or other enterprise or any governmental body.\n\n         \"Prime Rate\" means a rate of interest adjusted as of the first day of\neach calendar month and as determined by reference to the Wall Street Journal on\nthe first Business Day of each such month; provided that in the event the Prime\nRate cannot be determined by reference to the Wall Street Journal, Lender shall\ndetermine the Prime Rate by reference to other sources as reasonably designated\nby Lender and adjusted on the first day of each calendar month.\n\nARTICLE II. THE LOAN\n\n         2.1 LOAN COMMITMENT\n\n         Subject to and upon the terms and conditions set forth herein and in\nreliance upon the representations, warranties and covenants of Borrower\ncontained herein or made pursuant hereto, Lender will make advances to Borrower\nfrom time to time during the Commitment Period, but such advances shall not\nexceed, in the aggregate principal amount at any one time outstanding,\n$10,000,000 (the \"Loan\"). Borrower may request and Lender agrees to make\nmultiple advances under the Loan during the Commitment Period; provided that (a)\nthe minimum amount of each advance shall be in $1,000,000, and (b) the aggregate\namount of advances shall not exceed $10,000,000. The Loan does not constitute a\nrevolving credit facility.\n\n         2.2 USE OF PROCEEDS\n\n         The proceeds of the Loan shall be used by Borrower for general business\npurposes.\n\n\n\n                                                                          PAGE 2\n   4\n         2.3 ADVANCES\n\n         Lender hereby commits to make advances within three Business Day of the\ndate of the receipt by Lender of a written request therefor in the form attached\nhereto as Exhibit A (\"Borrowing Notice\") from the president, chief financial\nofficer or controller of Borrower, each of whom is authorized to request\nadvances until written notice by Borrower of the revocation of such authority is\nreceived by Lender. Lender shall make all advances by federal wire transfer of\nfunds to the following account of Borrower unless otherwise directed in writing\nby the president of Borrower:\n\n\n                           Account Name:  Eden Bioscience Corporation\n                           Name of Bank:  Bank of America\n                           ABA No.:  125000024\n                           Account No.:  70336706\n\n         2.4 INTEREST\n\n                  (a) The outstanding principal balance of the Loan shall bear\ninterest at the Prime Rate plus 2 percentage point per annum.\n\n                  (b) Upon the occurrence and during the continuance of any\nEvent of Default, Lender may, at its option by written notice to Borrower, raise\nthe interest rate charged on the Loan to a rate of up to the Prime Rate plus 4\npercent per annum from the date of the occurrence of the Event of Default until\nthe Event of Default is cured or waived by Lender or, absent cure or waiver,\nuntil the Loan is repaid in full.\n\n                  (c) All computations of interest shall be based on a\n365\/366-day year for the actual number of days elapsed.\n\n                  (d) In the event that Borrower fails to pay interest on the\nLoan when due under the terms of this Agreement, such past due interest shall\nbear interest at the interest rate applicable to the Loan.\n\n                  (e) Notwithstanding any provision contained herein, the total\nliability of Borrower for payment of interest pursuant hereto shall not exceed\nthe maximum amount of interest permitted by Applicable Law to be charged,\ncollected or received from Borrower; and if any payments by Borrower include\ninterest in excess of that maximum amount, Lender shall apply the excess first\nto reduce the unpaid interest on and principal of the Loan, and any excess shall\nbe returned to Borrower.\n\n\n\n                                                                          PAGE 3\n   5\n         2.5 REPAYMENT\n\n                  (a) Commencing on the first day of the first month following\nthe initial advance under the Loan and on the first day of each month\nthereafter, Borrower shall pay Lender an amount equal to all accrued interest on\nthe Loan.\n\n                  (b) Borrower shall pay Lender all outstanding principal,\naccrued interest and other charges with respect to the Loan on the earlier of\n(i) December 31, 2001, or (ii) the date that Borrower receives any cash proceeds\nfrom the issuance of any equity securities after the date of this Agreement.\n\n                  (c) All sums payable to Lender pursuant to this Agreement\nshall be paid directly to Lender in immediately available funds and in the\ncurrency of the United States of America. Whenever any payment to be made\nhereunder becomes due and payable on a day that is not a Business Day, such\npayment may be made on the next succeeding Business Day.\n\n         2.6 PROMISSORY NOTE\n\n         The obligations of Borrower under the Loan shall be further evidenced\nby Borrower's execution and delivery of a promissory note in the form attached\nhereto as Exhibit B (the \"Note\").\n\n         2.7 WBW CREDIT FACILITY\n\n                  (a) The parties acknowledge that Borrower and WBW Trust Number\nOne have entered into a credit agreement of even date herewith, a copy of which\nis attached hereto as Exhibit C, pursuant to which WBW Trust Number One has\nagreed to extend a $5,000,000 credit facility to Borrower (the \"WBW Credit\nFacility\"). Borrower agrees that concurrently with requesting any advance under\nthe Loan pursuant to the terms of this Agreement, Borrower shall concurrently\nrequest an advance under the WBW Credit Facility in an amount equal to 50\npercent of the amount of the advance requested under this Agreement. However,\nWBW Trust Number One's making an advance under the WBW Credit Facility shall not\nconstitute a condition to Lender's commitment to make advances under the Loan.\n\n                  (b) Borrower agrees that concurrently with making each\nprincipal payment under the WBW Credit Facility, Borrower shall concurrently\nmake a principal payment on the Loan such that the amount of such principal\npayments to Lender and WBW Trust Number One shall be pro rata based upon the\noutstanding principal balance of the Loan and the WBW Credit Facility\nimmediately prior to such principal reduction payments.\n\n         2.8 LOAN FEE\n\n         Concurrently with the execution of this agreement, Borrower shall pay\nLender a nonrefundable fee for the Loan in the amount of $200,000.\n\n\n\n                                                                          PAGE 4\n   6\n         2.9 ISSUANCE OF WARRANT\n\n         Concurrently with the execution of this agreement, Borrower shall\nexecute and deliver to Lender a warrant in the form attached hereto as Exhibit\nD.\n\nARTICLE III. CONDITIONS PRECEDENT\n\n         3.1 INITIAL ADVANCE\n\n         Lender shall not be required to make the initial advance under the Loan\nunless or until the following conditions have been fulfilled:\n\n                  (a) Lender shall have received this Agreement and the Note,\nduly executed and delivered by Borrower;\n\n                  (b) No Default or Event of Default hereunder shall exist, and\nafter having given effect to the requested advance, no Default or Event of\nDefault shall exist;\n\n                  (c) Lender shall have received a certified resolution of the\nboard of directors of Borrower and incumbency certificate in the form attached\nhereto as Exhibit E;\n\n                  (d) There shall not have occurred any material adverse change\nin the financial condition or business prospects of Borrower after December 31,\n1999; and\n\n                  (e) Lender shall have received an opinion letter from Perkins\nCoie LLP in the form attached hereto as Exhibit F.\n\n         3.2 SUBSEQUENT ADVANCES\n\n         Lender shall not be required to make any advances under the Loan after\nthe initial advance unless or until the following conditions have been\nfulfilled:\n\n                  (a) No Default or Event of Default hereunder shall exist, and\nafter having given effect to the requested advance, no Default or Event of\nDefault shall exist; and\n\n                  (b) There shall not have occurred any material adverse change\nin the financial condition or business prospects of Borrower after December 31,\n1999.\n\nARTICLE IV. AFFIRMATIVE COVENANTS\n\n         Borrower hereby covenants and agrees that so long as this Agreement is\nin effect, and until the Loan, together with interest thereon, and all other\nobligations incurred hereunder are paid or satisfied in full, Borrower shall:\n\n\n\n                                                                          PAGE 5\n   7\n         4.1 FINANCIAL DATA\n\n         Keep its books of account in accordance with generally accepted\naccounting principles, consistently applied, and furnish to Lender:\n\n                  (a) As soon as practicable and in any event within 45 days\nafter the close of each fiscal quarter of Borrower, unaudited financial\nstatements of Borrower for each such quarter, all in reasonable detail and\ncertified by Borrower to be true and correct: balance sheet, statement of income\nand statement of cash flows;\n\n                  (b) As soon as practicable and in any event within 120 days\nafter the close of each fiscal year of Borrower, audited financial statements of\nBorrower for each such year, all in reasonable detail: balance sheet, statement\nof income and statement of cash flows; and\n\n                  (c) With reasonable promptness, such other information\nregarding the business, operations and financial condition of Borrower as Lender\nmay from time to time reasonably request.\n\n         4.2 EXISTENCE AND QUALIFICATION\n\n         Maintain and preserve Borrower's existence under the Applicable Laws of\nBorrower's state of organization and Borrower's qualification to do business in\nall states where the failure to maintain such qualification would be reasonably\nlikely to have an adverse affect on Borrower.\n\nARTICLE V. NEGATIVE COVENANTS\n\n         Borrower hereby covenants and agrees that so long as this Agreement is\nin effect, and until the Loan, together with interest thereon, and all other\nobligations incurred hereunder are paid or satisfied in full, Borrower shall\nnot:\n\n         5.1 DIVIDENDS\n\n         Declare or pay any cash distributions or dividends or return any\ncapital to any of Borrower's shareholders; authorize or make any distribution,\npayment or delivery of property or cash to any of Borrower's shareholders;\nredeem, retire, purchase or otherwise acquire, directly or indirectly, for\nconsideration, any shares or other interests of Borrower now or hereafter\noutstanding; or set aside any funds for any of the foregoing purposes.\n\n         5.2 ADDITIONAL INDEBTEDNESS\n\n         After the date of this Agreement, create, incur or assume indebtedness\nfor money borrowed or capital leases except (a) indebtedness under the Loan, (b)\nindebtedness under the WBW Credit Facility, and (c) additional indebtedness for\nborrowed money and capital leases not to exceed an aggregate amount of $500,000\noutstanding at any time.\n\n\n\n                                                                          PAGE 6\n   8\nARTICLE VI. REPRESENTATIONS AND WARRANTIES\n\n         In order to induce Lender to enter into this Agreement and to make the\nLoan as herein provided, Borrower hereby represents and warrants that Borrower\nis a corporation, duly organized, validly existing and in good standing under\nthe Applicable Laws of its state of organization and has the power and authority\nto execute, deliver and carry out the terms and provisions of this Agreement.\n\nARTICLE VII. EVENTS OF DEFAULT; REMEDIES\n\n         7.1 EVENTS OF DEFAULT\n\n         \"Event of Default,\" wherever used herein, means any one of the\nfollowing events (whatever the reason for the Event of Default, whether it shall\nrelate to one or more of the parties hereto, and whether it shall be voluntary\nor involuntary or be pursuant to or affected by operation of Applicable Law):\n\n                  (a) If Borrower fails to pay the principal of the Loan when\ndue or interest on the Loan within five days after written notice to Borrower\nfrom Lender of such failure to pay; or\n\n                  (b) If any representation or warranty made by Borrower in this\nAgreement is false or misleading in any material respect; or\n\n                  (c) If Borrower fails to observe or perform any term, covenant\nor agreement (not otherwise specified in this Article VII) to be performed or\nobserved pursuant to the provisions of this Agreement and such default is not\ncured within 10 days of written notice to Borrower from Lender of such default\nor, so long as Borrower is diligently pursuing a cure, such longer period of\ntime as is reasonably necessary to cure such default not to exceed 30 days of\nsuch written notice; or\n\n                  (d) If custody or control of any substantial part of the\nproperty of Borrower is assumed by any governmental body; or\n\n                  (e) If Borrower suspends or discontinues its business, or if\nBorrower makes an assignment for the benefit of creditors or a composition with\ncreditors, is unable or admits in writing its inability to pay its debts as they\nmature, files a petition in bankruptcy, becomes insolvent (howsoever such\ninsolvency may be evidenced), is adjudicated insolvent or bankrupt, petitions or\napplies to any tribunal for the appointment of any receiver, liquidator or\ntrustee of or for it or any substantial part of its property or assets,\ncommences any proceeding relating to it under any Applicable Law of any\njurisdiction whether now or hereafter in effect relating to bankruptcy,\nreorganization, arrangement, readjustment of debt, receivership, dissolution or\nliquidation; or if there is commenced against Borrower any such proceeding that\nremains undismissed for a period of 90 days or more, or an order, judgment or\ndecree approving the petition in any such proceeding is entered; or if Borrower\nby any act\n\n\n\n                                                                          PAGE 7\n   9\nor failure to act indicates its consent to, approval of or acquiescence in, any\nsuch proceeding or any appointment of any receiver, liquidator or trustee of or\nfor it or for any substantial part of its property or assets, suffers any such\nappointment to continue undischarged or unstayed for a period of 90 days or\nmore, or takes any action for the purpose of effecting any of the foregoing; or\nif any court of competent jurisdiction assumes jurisdiction with respect to any\nsuch proceeding, or if a receiver or a trustee or other officer or\nrepresentative of a court or of creditors, or if any governmental body, under\ncolor of legal authority, takes and holds possession of all or substantially all\nof the assets of Borrower; or\n\n                  (f) If any indebtedness of Borrower in excess of $500,000 for\nmoney borrowed or under capital leases becomes or is declared due and payable\n(after any applicable grace period) prior to the stated maturity thereof or is\nnot paid as and when it becomes due and payable; or\n\n                  (g) If there is entered against Borrower a final judgment in\nexcess $500,000 that is not paid, satisfied or stayed within 30 days of the\nentry thereof.\n\n         7.2 ACCELERATION; REMEDIES\n\n                  (a) If any Event of Default described in Section 7.1(e) shall\noccur then immediately and automatically the commitment of Lender under the Loan\nto make advances shall terminate, and the Loan (with accrued interest thereon)\nand all other amounts owing under this Agreement and the Loan shall become due\nand payable.\n\n                  (b) If any Event of Default other than described in Section\n7.1(e) shall occur and be continuing, Lender may, by written notice to Borrower,\nterminate the commitment of Lender under the Loan to make advances and declare\nthe entire unpaid principal balance or any portion of the principal balance of\nthe Loan and interest accrued thereon to be immediately due and payable by the\nmaker thereof, and such principal and interest shall thereupon become and be\nimmediately due and payable, without presentation, demand, protest, notice of\nprotest or other notice of dishonor of any kind, all of which are hereby\nexpressly waived by Borrower.\n\nARTICLE VIII. MISCELLANEOUS\n\n         8.1 PAYMENT OF EXPENSES\n\n         If there shall occur any Event of Default, Lender shall be entitled to\nrecover any costs and expenses incurred in connection with the preservation of\nrights under, and enforcement of, this Agreement, whether or not any lawsuit is\ncommenced, in all such cases, including, without limitation, reasonable\nattorneys' fees and costs. Reasonable attorneys' fees shall include, without\nlimitation, attorneys' fees and costs incurred in connection with any bankruptcy\ncase or other insolvency proceeding commenced by or against Borrower.\n\n\n\n                                                                          PAGE 8\n   10\n         8.2 NOTICES\n\n         All notices, requests, consents, demands, approvals and other\ncommunications hereunder shall be deemed to have been duly given, made or served\nif made in writing and delivered personally, sent via facsimile or via courier\nto the respective parties to this Agreement to the following addresses:\n\n\n                  (a)      If to Borrower:\n\n                           Eden Bioscience Corporation\n                           11816 North Creek Parkway N.\n                           Bothell, Washington 98011\n                           Attention: Jerry L. Butler, CEO\n                           Facsimile No.: (425) 806-7400\n\n                  (b)      If to Lender:\n\n                           Stephens Group, Inc.\n                           111 Center Street, Suite 2500\n                           Little Rock, Arkansas 72201\n                           Attention:  Jackson Farrow, Jr.\n                           Facsimile No.:  (501) 377-8027 or (501) 377-3453\n\nThe designation of the persons to be so notified or the address of such persons\nfor the purposes of such notice may be changed from time to time by similar\nnotice in writing, except that any communication with respect to a change of\naddress shall be deemed to be given or made when received by the party to whom\nsuch communication was sent.\n\n         8.3 ENTIRE AGREEMENT AND AMENDMENTS\n\n         This Agreement represents the entire agreement between the parties\nhereto with respect to the Loan and the transactions contemplated hereunder and,\nexcept as expressly provided herein, shall not be affected by reference to any\nother documents. This Agreement, or any provision hereof, may not be changed,\nwaived, discharged or terminated orally, but only by an instrument in writing,\nsigned by the party against whom enforcement of the change, waiver, discharge or\ntermination is sought.\n\n         8.4 BENEFIT OF AGREEMENT\n\n         This Agreement is binding upon and inures to the benefit of Borrower\nand Lender and their successors. Lender and Borrower are precluded from\nassigning any of their rights or delegating any of their obligations under this\nAgreement without the prior written consent of the other party. Notwithstanding\nthe foregoing, Lender may assign its rights and delegate its obligations under\nthis Agreement to any affiliate of Lender without the consent of Borrower,\n\n\n\n                                                                          PAGE 9\n   11\nprovided that in such event, Lender shall remain obligated to make advances to\nBorrower pursuant to the terms of this Agreement in the event that Lender's\nassignee fails to do so in a timely manner.\n\n         8.5 SEVERABILITY\n\n         If any provision of this Agreement is held invalid under any Applicable\nLaws, such invalidity shall not affect any other provision of this Agreement\nthat can be given an effect without the invalid provision, and, to this end, the\nprovisions hereof are severable.\n\n         8.7 GOVERNING LAW; JURISDICTION\n\n         This Agreement and the rights and obligations of the parties hereunder\nshall be construed in accordance with and shall be governed by the laws of the\nstate of Washington without regard to the choice of law rules thereof. For the\npurpose of enforcing the rights and obligations under this Agreement, the\nparties hereby consent to the jurisdiction and venue of the courts of the state\nof Washington or of any federal court located in such state including but not\nlimited to the Superior Court of Washington for King County and the United\nStates District Court for the Western District of Washington. Each party hereby\nwaives the right to contest the jurisdiction and venue of courts located in King\nCounty, Washington, on the ground of inconvenience or otherwise and waives any\nright to bring any action or proceeding against the other party in any court\noutside King County, Washington.\n\n         8.9 STATUTORY NOTICE\n\n         ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR\nFORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON\nLAW.\n\n         IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to\nbe duly executed by the respective, duly authorized signatories as of the date\nfirst above written.\n\n\n                                  EDEN BIOSCIENCE CORPORATION\n\n\n                                  By \/s\/ Bradley S. Powell\n                                     ----------------------------------------\n\n                                  Title Secretary and Chief Financial Officer\n                                        -------------------------------------\n\n\n                                                                         PAGE 10\n   12\n                                       STEPHENS GROUP, INC.\n\n\n                                       By Jackson Farrow, Jr.\n                                          -------------------------------------\n\n                                       Title Counsel, Special Investments\n                                             ----------------------------------\n\n\n\n                                                                         PAGE 11\n   13\n                                    EXHIBIT A\n                                BORROWING NOTICE\n\n\nStephens Group, Inc.\n111 Center Street, Suite 2400\nLittle Rock, Arkansas 72201\nAttention:___________________\n\n\n         Reference is made to that certain Credit Agreement dated as of August\n15, 2000, entered into by and between Eden Bioscience Corporation (\"Borrower\")\nand Stephens Group, Inc. (\"Lender\"). Borrower hereby requests Lender to advance\n$_____________ on Loan proceeds to Borrower in accordance with Section 2.3 of\nthe Credit Agreement.\n\n                                       EDEN BIOSCIENCE CORPORATION\n\n\n                                       By _____________________________________\n\n                                       Title __________________________________\n\n\n\n                                                                          PAGE 1\n   14\n                                    EXHIBIT B\n\n                                 PROMISSORY NOTE\n\n$10,000,000                                                      August 15, 2000\n\n         For value received, the undersigned, EDEN BIOSCIENCE CORPORATION\n(\"Borrower\"), promises to pay to the order of STEPHENS GROUP, INC. (\"Lender\"),\nat 111 Center Street, Suite 2500, Little Rock, Arkansas 72201, or such other\nplace or places as the holder hereof may designate in writing, the principal sum\nof Ten Million Dollars ($10,000,000) or so much thereof as advanced by Lender in\nlawful, immediately available money of the United States of America, in\naccordance with the terms and conditions of that certain Credit Agreement of\neven date herewith by and between Borrower and Lender (together with all\nsupplements, exhibits, amendments and modifications thereto, the \"Credit\nAgreement\"). Borrower also promises to pay interest on the unpaid principal\nbalance hereof, commencing as of the first date of an advance hereunder, in like\nmoney in accordance with the terms and conditions, and at the rate or rates\nprovided in the Credit Agreement.\n\n         Borrower and all endorsers, sureties and guarantors hereof jointly and\nseverally waive presentment for payment, demand, notice of nonpayment, notice of\nprotest and protest of this Note, and all other notices in connection with the\ndelivery, acceptance, performance, default, dishonor or enforcement of the\npayment of this Note except such notices as are specifically required by this\nNote or by the Credit Agreement, and they agree that the liability of each of\nthem shall be unconditional without regard to the liability of any other party\nand shall not be in any manner affected by any indulgence, extension of time,\nrenewal, waiver or modification granted or consented to by Lender. Borrower and\nall endorsers, sureties and guarantors hereof, if any, (1) consent to any and\nall extensions of time, renewals, waivers or modifications that may be granted\nby Lender with respect to the payment or other provisions of this Note and the\nCredit Agreement; (2) consent to the release of any property now or hereafter\nsecuring this Note with or without substitution; and (3) agree that additional\nmakers, endorsers, guarantors or sureties may become parties hereto without\nnotice to them and without affecting their liability hereunder.\n\n         This Note is the Note referred to in the Credit Agreement and as such\nis entitled to all of the benefits and obligations specified in the Credit\nAgreement. Terms defined in the Credit Agreement are used herein with the same\nmeanings. Reference is made to the Credit Agreement for provisions for the\nrepayment of this Note and the acceleration of the maturity hereof.\n\n                                       EDEN BIOSCIENCE CORPORATION\n\n\n                                       By _____________________________________\n\n                                       Title __________________________________\n\n\n\n                                                                          PAGE 1\n   15\nNEITHER THE SECURITY EVIDENCED BY THIS WARRANT NOR THE SECURITIES ISSUABLE UPON\nEXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,\nAS AMENDED, OR ANY APPLICABLE STATE LAW, AND NO INTEREST HEREIN OR THEREIN MAY\nBE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS\n(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE\nSTATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,\n(B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF SAID\nSECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING THAT SUCH\nTRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES\nITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.\n\n\nNo. 7                                                       WARRANT TO PURCHASE\nISSUED:  August __, 2000                                 SHARES OF COMMON STOCK\nVOID AFTER: August __, 2005\n\n\n                           EDEN BIOSCIENCE CORPORATION\n\n                          COMMON STOCK PURCHASE WARRANT\n\n         THIS IS TO CERTIFY that, for value received and subject to the terms\nand conditions hereof, Stephens Group, Inc., or such person to whom this Warrant\nis transferred pursuant to Section 11 hereof (the \"Holder\"), is entitled, at any\ntime during the Exercise Period (as defined below), to purchase at the Exercise\nPrice (as defined below) up to the number of fully paid and nonassessable shares\nof the common stock, $.0025 par value (the \"Warrant Stock\"), of EDEN BIOSCIENCE\nCORPORATION, a Washington corporation (the \"Company\"), that equals the quotient\nobtained by dividing 2,000,000 by the Exercise Price (as defined below) (such\nnumber of shares being subject to adjustment as provided herein).\n\n         This Warrant is subject to the following additional terms and\nconditions:\n\n1. EXERCISE PRICE\n\n         The exercise price for the Warrant Stock (the \"Exercise Price\") shall\nbe (a) the per share price of the equity securities sold at the closing of the\nCompany's first underwritten public offering of the Company's capital stock\npursuant to an effective registration statement under the Securities Act of\n1933, as amended (the \"IPO\"); or (b) if the IPO does not occur prior to the\nclosing of the Company's next private transaction or series of related private\ntransactions in which the Company sells equity securities (the \"Next\n\n\n\n                                                                               1\n   16\nPrivate Equity Financing\"), the per share price (on an as converted to common\nstock basis) of the equity securities sold in the Next Private Equity Financing;\nor (c) if neither the IPO nor the Next Private Equity Financing has occurred by\nthe first anniversary of the date hereof, ten dollars ($14.00) (such Exercise\nPrice being subject to adjustment as provided herein).\n\n2. EXERCISE PERIOD\n\n         This Warrant shall be exercisable in whole or in part as follows: (a)\nat any time after the expiration of the lock-up period, if any, to which the\nCompany agrees to be subject in connection with the IPO (which is currently\ncontemplated to be the 180th day after the effective date of the Company's\nregistration statement on Form S-1 relating to the IPO); or (b) if the IPO does\nnot occur prior to the closing of the Next Private Equity Financing, at any time\non or after the date of the closing of the Next Private Equity Financing; or (c)\nif neither the IPO nor the Next Private Equity Financing has occurred by the\nfirst anniversary of the date hereof, at any time on or after the first\nanniversary of the date hereof. Notwithstanding the above, this Warrant shall\nterminate at 5:00 p.m., Seattle time, on August __, 2005 (the \"Exercise\nPeriod\").\n\n3. METHOD OF CASH EXERCISE\n\n         This Warrant may be exercised in whole or in part by delivering to the\nCompany (a) the form of Notice of Cash Exercise attached hereto as Exhibit A\nduly completed and executed by the Holder, (b) this Warrant certificate, and (c)\na bank check payable to the Company in the amount of the Exercise Price\nmultiplied by the number of shares for which this Warrant is being exercised\n(the \"Purchase Price\").\n\n4. NET ISSUANCE RIGHT\n\n         Notwithstanding the payment provisions set forth above, the Holder may\nelect to convert this Warrant into shares of Warrant Stock by surrendering this\nWarrant to the Company and delivering to the Company the Notice of Net Issuance\nExercise attached as Exhibit B duly completed and executed by the Holder, in\nwhich case the Company shall issue to the Holder the number of shares of Warrant\nStock of the Company equal to the result obtained by (a) subtracting B from A,\n(b) multiplying the difference by C, and (c) dividing the product by A as set\nforth in the following equation:\n\nX = (A - B) x C where:\n    -----------\n         A\n\n                  X   =    the number of shares of Warrant Stock issuable upon\n                           net issuance exercise pursuant to the provisions of\n                           this Section 4.\n\n                  A   =    the Fair Market Value (as defined below) of one\n                           share of Warrant Stock on the date of net issuance\n                           exercise.\n\n\n\n                                                                               2\n   17\n                  B   =    the Exercise Price for one share of Warrant Stock\n                           under this Warrant.\n\n                  C   =    the number of shares of Warrant Stock as to which\n                           this Warrant is exercisable pursuant to the\n                           provisions of this Warrant.\n\n         If the foregoing calculation results in a negative number, then no\nshares of Warrant Stock shall be issued upon net issuance exercise pursuant to\nthis Section 4.\n\n         \"Fair Market Value\" of a share of Warrant Stock shall mean:\n\n         (a) if the net issuance exercise is in connection with a transaction\nspecified in Section 7, the value of the consideration (determined, in the case\nof noncash consideration, in good faith by the Company's Board of Directors) to\nbe received pursuant to such transaction by the holder of one share of Warrant\nStock;\n\n         (b) if the net issuance exercise is in connection with the initial\npublic offering of the Company's Common Stock (the \"Common Stock\"), the initial\npublic offering price (before deducting commission, discounts or expenses) at\nwhich the Common Stock is sold in such offering;\n\n         (c) if the net issuance exercise is after the occurrence of the initial\npublic offering of the Company's Common Stock:\n\n                  (i) if the Company's Common Stock is traded on an exchange or\nis quoted on the Nasdaq National Market, the average of the closing or last sale\nprice reported for the ten (10) business days immediately preceding the date of\nnet issuance exercise;\n\n                  (ii) if the Company's Common Stock is not traded on an\nexchange or on the Nasdaq National Market, but is traded in the over-the-counter\nmarket, the mean of the closing bid and asked prices reported for the ten (10)\nmarket days immediately preceding the date of net issuance exercise; and\n\n         (d) In all other cases, the fair value as determined in good faith by\nthe Company's Board of Directors; provided that if the net issuance exercise\noccurs within 30 days after a private transaction in which the Company sells\nequity securities, the fair value shall be the price at which such equity\nsecurities were sold in such private transaction.\n\n         Upon net issuance exercise in accordance with this Section 4, the\nHolder shall be entitled to receive from the Company a stock certificate in\nproper form representing the number of shares of Warrant Stock determined in\naccordance with the foregoing.\n\n\n\n                                                                               3\n   18\n5. DELIVERY OF STOCK CERTIFICATE\n\n         Within twenty days after the exercise of this Warrant (in full or in\npart) and payment of the Purchase Price, the Company shall issue in the name of\nand deliver to the Holder (a) a certificate or certificates for the number of\nfully paid and nonassessable shares of Warrant Stock to which the Holder shall\nbe entitled upon such exercise and (b) a new Warrant of like tenor to purchase\nup to that number of shares of Warrant Stock, if any, not previously purchased\nby the Holder. The Holder shall for all purposes be deemed to have become the\nholder of record of such shares of Warrant Stock on the date on which this\nWarrant was surrendered and payment of the Purchase Price was made, irrespective\nof the date of delivery of the certificate or certificates representing the\nWarrant Stock; provided that, if the date of such surrender and payment is a\ndate when the stock transfer books of the Company are closed, such person shall\nbe deemed to have become the holder of record of such shares of Warrant Stock at\nthe close of business on the next succeeding date on which the stock transfer\nbooks are open.\n\n6. RESERVATION OF WARRANT STOCK\n\n         The Company covenants and agrees that the Company will at all times\nhave authorized and reserved a sufficient number of shares of Common Stock to\nprovide for the exercise of the rights represented by this Warrant.\n\n7. EFFECT OF REORGANIZATION\n\n         Upon a merger, consolidation, acquisition of all or substantially all\nof the property or stock, liquidation or other reorganization of the Company\n(collectively, a \"Reorganization\") during the Exercise Period, as a result of\nwhich the shareholders of the Company receive cash, stock or other property in\nexchange for their shares of Warrant Stock, lawful provision shall be made so\nthat the Holder shall thereafter be entitled to receive, upon exercise of this\nWarrant, the number of shares of securities of the successor corporation\nresulting from such Reorganization (and cash and other property) to which a\nholder of the Warrant Stock issuable upon exercise of this Warrant would have\nbeen entitled in such Reorganization if this Warrant had been exercised\nimmediately prior to such Reorganization. In any such case, appropriate\nadjustment (as determined in good faith by the Company's Board of Directors)\nshall be made in the application of the provisions of this Warrant with respect\nto the rights and interest of the Holder after the Reorganization to the end\nthat the provisions of this Warrant (including adjustments of the Exercise Price\nand the number and type of securities purchasable pursuant to the terms of this\nWarrant) shall be applicable after that event, as near as reasonably may be, in\nrelation to any shares deliverable after that event upon the exercise of this\nWarrant.\n\n\n\n                                                                               4\n   19\n8. ADJUSTMENT TO WARRANT\n\n         8.1 ADJUSTMENT TO NUMBER OF SHARES\n\n         Upon each adjustment in the Exercise Price pursuant to this Section 8,\nthe number of shares of Warrant Stock purchasable hereunder shall be adjusted,\nto the nearest whole share, to the product obtained by multiplying such number\nof shares purchasable immediately prior to such adjustment in the Exercise Price\nby a fraction, the numerator of which shall be the Exercise Price immediately\nprior to such adjustment and the denominator of which shall be the Exercise\nPrice immediately thereafter.\n\n         8.2 ADJUSTMENTS FOR STOCK SPLIT, ETC.\n\n         If the Company shall issue any shares of its common stock as a stock\ndividend or subdivide the number of outstanding shares of common stock into a\ngreater number of shares, then, in either such case, the Exercise Price in\neffect before such dividend or subdivision shall be proportionately reduced and\nthe number of shares of Warrant Stock at that time purchasable pursuant to this\nWarrant shall be proportionately increased; and, conversely, if the Company\nshall contract the number of outstanding shares of common stock by combining\nsuch shares into a smaller number of shares, then the Exercise Price in effect\nbefore such combination shall be proportionately increased and the number of\nshares of Warrant Stock at that time purchasable pursuant to this Warrant shall\nbe proportionately decreased.\n\n9. OTHER ADJUSTMENTS AND RESTRICTIONS\n\n         9.1 ADJUSTMENTS FOR CORPORATE FINANCING RULE\n\n         If the Holder believes that all or any portion of this Warrant or of\nany securities or other property to be issued or transferred to Holder upon\nexercise of this Warrant would constitute underwriting compensation pursuant to\nNASD Rule 2710 (or any successor or substitute for said rule) (the \"Corporate\nFinancing Rule\"), then Holder, at Holder's sole option, may, by giving written\nnotice thereof to the Company, increase the Exercise Price for exercise of this\nWarrant to an increased Exercise Price determined by Holder or decrease the\nnumber of Shares (or other securities or the amount of other property) subject\nto this Warrant to such decreased number of Shares (or other securities or\namount of other property) determined by Holder, or both.\n\n         9.2 RESTRICTIONS PURSUANT TO CORPORATE FINANCING RULE\n\n         If Holder serves as an underwriter for any public offering for the\nCompany for which the NASD determines that this Warrant is wholly or partially\nincluded as underwriting compensation for Holder in connection with such\nunderwriting, then this Warrant and any Shares or other securities subject to\nthis Warrant shall not be sold, transferred, assigned, pledged or hypothecated,\nexcept as permitted by the Corporate Financing Rule, for a period of one (1)\nyear following the effective date of the offering,\n\n\n\n                                                                               5\n   20\nand any certificates hereafter issued representing this Warrant or any Shares or\nother securities subject to this Warrant shall bear an appropriate legend\ndescribing this restriction and stating the time period for which this\nrestriction is applicable.\n\n10. FRACTIONAL SHARES\n\n         No fractional shares shall be issued upon the exercise of this Warrant.\nIn lieu of fractional shares, the Company shall pay the Holder a sum in cash\nequal to the fair market value of the fractional shares (as determined by the\nCompany's Board of Directors) on the date of exercise.\n\n11. RESTRICTIONS ON TRANSFER\n\n         Neither this Warrant nor any securities purchased upon exercise of this\nWarrant may be transferred unless (a) such transfer is registered under the\nSecurities Act of 1933, as amended (the \"Securities Act\"), and any applicable\nstate securities or blue sky laws, (b) the Company has received a legal opinion\nreasonably satisfactory to the Company to the effect that the transfer is exempt\nfrom the prospectus delivery and registration requirements of the Securities Act\nand any applicable state securities or blue sky laws, or (c) the Company\notherwise satisfies itself that such transfer is exempt from registration.\n\n12. LEGEND\n\n         A legend setting forth or referring to the above restrictions shall be\nplaced on this Warrant, any replacement hereof and any certificate representing\na security issued pursuant to the exercise hereof, and a stop transfer\nrestriction or order shall be placed on the books of the Company and with any\ntransfer agent until such securities may be legally sold or otherwise\ntransferred.\n\n13. HOLDER AS OWNER\n\n         The Company may deem and treat the Holder of this Warrant as the\nabsolute owner hereof for all purposes regardless of any notice to the contrary.\n\n14. NO SHAREHOLDER RIGHT\n\n         This Warrant shall not entitle the Holder to any voting rights or any\nother rights as a shareholder of the Company or to any other rights whatsoever\nexcept the rights stated herein; and no dividend or interest shall be payable or\nshall accrue in respect of this Warrant or the Warrant Stock purchasable\nhereunder unless, until and to the extent that this Warrant shall be exercised.\n\n15. CONSTRUCTION\n\n         The validity and interpretation of the terms and provisions of this\nWarrant shall be governed by the laws of the State of Washington. The\ndescriptive headings of the several\n\n\n\n                                                                               6\n   21\nsections of this Warrant are inserted for convenience only and shall not control\nor affect the meaning or construction of any of the provisions thereof.\n\n16. EXPIRATION\n\n         This Warrant shall be void and all rights represented thereby shall\ncease unless exercised during the Exercise Period. All restrictions set forth\nherein on the shares of capital stock issued upon exercise of any rights\nhereunder shall survive such exercise and expiration of the rights granted\nhereunder.\n\n17. EXCHANGE OF WARRANT\n\n         This Warrant is exchangeable upon the surrender hereof by the Holder at\nthe office of the Company for new Warrants of like tenor representing in the\naggregate the rights to subscribe for and purchase the number of shares which\nmay be subscribed for and purchased hereunder, each of such new Warrants to\nrepresent the right to subscribe for and purchase such number of shares as shall\nbe designated by the Holder at the time of such surrender.\n\n18. LOST WARRANT CERTIFICATE\n\n         If this Warrant is lost, stolen, mutilated or destroyed, the Company\nshall issue a new Warrant of like denomination, tenor and date as this Warrant,\nsubject to the Company's right to require the Holder to give the Company a bond\nor other satisfactory security sufficient to indemnify the Company against any\nclaim that may be made against it (including any expense or liability) on\naccount of the alleged loss, theft, mutilation or destruction of this Warrant or\nthe issuance of such new Warrant.\n\n19. WAIVERS AND AMENDMENTS\n\n         This Warrant or any provision hereof may be changed, waived, discharged\nor terminated only by a statement in writing signed by the party against which\nenforcement of the change, waiver, discharge or termination is sought.\n\n20. NOTICES\n\n         All notices or other communications required or permitted hereunder\nshall be in writing and shall be delivered by personal delivery, reputable\novernight courier service, telecopier or mailed by United States mail,\nfirst-class postage prepaid, or by registered or certified mail with return\nreceipt requested, addressed as follows:\n\n        If to the Holder:\n\n                 To the address last furnished in writing to the Company by the\n                 Holder.\n\n\n\n                                                                               7\n   22\n        If to the Company:\n\n                 Eden Bioscience Corporation\n                 11816 North Creek Parkway North\n                 Bothell, WA  98011-8205\n\n\n         Each of the foregoing parties shall be entitled to specify a different\naddress by giving five days' advance written notice as aforesaid to the other\nparties.\n\n21. INVESTMENT INTENT\n\n         By accepting this Warrant, the Holder represents that it is acquiring\nthis Warrant for investment and not with a view to, or for sale in connection\nwith, any distribution thereof.\n\n         IN WITNESS WHEREOF, the Company has executed this Warrant as of the\ndate first written above.\n\n                                       EDEN BIOSCIENCE CORPORATION\n\n\n\n                                       By: ____________________________________\n                                                Jerry L. Butler, President\n\n\n\n                                                                               8\n   23\n                                    EXHIBIT A\n\n                             NOTICE OF CASH EXERCISE\n\n\nTO EDEN BIOSCIENCE CORPORATION\n\n\n         The undersigned hereby irrevocably elects to purchase __________ shares\nof common stock issuable upon the exercise of the Warrant delivered herewith and\nrequests that certificates for such shares be issued in the name of and\ndelivered to the undersigned at the address stated below, and, if said number of\nshares shall not be all the shares which may be purchased pursuant to the\nWarrant, the new Warrant evidencing the right to purchase the balance of such\nshares shall be registered in the name of, and delivered to, the undersigned at\nthe address stated below. The undersigned hereby agrees with and represents to\nthe Company that said shares of common stock are acquired for investment and not\nwith a view to, or for sale in connection with, any distribution or public\noffering thereof within the meaning of the Securities Act of 1933, as amended,\nand agrees that the exercise of the Warrant and the issuance and transfer of the\ncommon stock to be purchased are subject to Sections 11 and 12 of the Warrant.\n\n         Payment is enclosed in the amount of $____________________\n\n         Dated:  ___________ __, 200__\n\n\n                                       ________________________________________\n\n\n\n                                       By: ____________________________________\n\n                                       Title: _________________________________\n\n\nADDRESS:\n\n__________________________________\n\n__________________________________\n\n__________________________________\n\nEIN: _____________________________\n\nPHONE: ___________________________\n\nFACSIMILE: _______________________\n\n\n\n                                                                               9\n   24\n                                    EXHIBIT B\n\n                         NOTICE OF NET ISSUANCE EXERCISE\n\nTo: EDEN BIOSCIENCE CORPORATION\n\n         The undersigned hereby irrevocably elects to convert the attached\nWarrant into such number of shares of Common Stock of EDEN Bioscience\nCorporation (the \"Company\") as is determined pursuant to Section 4 of the\nattached Warrant. The undersigned requests that certificates for such net\nissuance shares be issued in the name of and delivered to the address of the\nundersigned, at the address stated below. The undersigned hereby agrees with and\nrepresents to the Company that said shares of common stock are acquired for\ninvestment and not with a view to, or for sale in connection with, any\ndistribution or public offering thereof within the meaning of the Securities Act\nof 1933, as amended, and agrees that the exercise of the Warrant and the\nissuance and transfer of the common stock to be purchased are subject to\nSections 11 and 12 of the Warrant.\n\n         Dated:  ___________ __, 200__\n\n\n\n                                       ________________________________________\n\n\n\n                                       By: ____________________________________\n\n                                       Title: _________________________________\n\n\nADDRESS:\n\n__________________________________\n\n__________________________________\n\n__________________________________\n\nEIN: _____________________________\n\nPHONE: ___________________________\n\nFACSIMILE: _______________________\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7410],"corporate_contracts_industries":[9451],"corporate_contracts_types":[9561,9560],"class_list":["post-40957","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-eden-bioscience-corp","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40957","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40957"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40957"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40957"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40957"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}