Cibus, Inc. (CBUS): auditor change — Cibus completes reverse merger with Calyxt; legacy Calyxt holders own ~4.8%

(a) Prior to the completion of the Transactions, Ernst & Young LLP served as the independent registered public accounting firm of Calyxt. On May 31, 2023, the Audit Committee (the “ Audit Committee ”) of the Board of Directors of the Company approved the dismissal of Ernst & Young LLP as its independent registered public accounting firm, effective as of the appointment of BDO USA, LLP as the independent public accounting firm of the Company. The reports of Ernst & Young LLP on Calyxt’s consolidated financial statements for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that: • Ernst & Young LLP’s report on the consolidated financial statements of Calyxt as of and for the fiscal year ended December 31, 2022 contained separate paragraphs that stated:

On May 31, 2023, the Audit Committee of the Company approved the engagement of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D.

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D.

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D.

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D.

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

immediately following the First Blocker Merger Effective Time, the size of the Board was decreased to six members and the Board and its committees were reconstituted, consisting of six directors, who are Rory Riggs, Peter Beetham, Ph.D., Mark Finn, Jean-Pierre Lehmann, Gerhard Prante, Ph.D. and Keith Walker, Ph.D.

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

Michael A. Carr, Yves J. Ribeill, Laurent Arthaud, Philippe Dumont, Jonathan B. Fassberg, Anna Ewa Kozicz-Stankiewicz, Kimberly Nelson and Christopher J. Neugent resigned from the Board and committees of the Board on which they respectively served

Rory Riggs was appointed as the Chair of the Board.

Effective as of First Blocker Merger Effective Time, Calyxt amended and restated its amended and restated certificate of incorporation.

In connection with the Transactions, the Board amended and restated the Company’s code of business conduct and ethics (the “ Code of Conduct ”) effective as of the First Blocker Merger Effective Time.

Effective as of First Blocker Merger Effective Time, Calyxt amended and restated its Amended and Restated Bylaws in the form of the Amended Bylaws.

On May 31, 2023, Calyxt completed its business combination with Cibus in accordance with the terms of the Merger Agreement.

Item 1.01. Entry into a Material Definitive Agreement. Registration Rights Agreement On May 31, 2023, the Company entered into a Registration Rights Agreement (the " Registration Rights Agreement ") with the Electing Members in connection with the Transactions.

Cibus Amended Operating Agreement On May 31, 2023, in connection with the Transactions, Cibus’ second amended and restated limited liability company agreement (the " Cibus Operating Agreement ") was amended and restated to be in the form attached hereto as Exhibit 10.4 (the " Cibus Amended Operating Agreement ").

Exchange Agreement On May 31, 2023, in connection with the Transactions, the Company entered into an Exchange Agreement (the " Exchange Agreement ") with Cibus and the Electing Members pursuant to which, subject to the procedures and restrictions therein, the holders of Up-C Units (or certain permitted transferees thereof) have the right from time to time from, and after the effectiveness of a Registration Statement on Form S-3 to be filed by the Company pursuant to the terms and conditions of the Registration Rights Agreement, to exchange their Up-C Units on a one-for-one basis, for shares of Class A Common Stock (the " Exchange "); provided, that, subject to certain exceptions, the Company, at its sole election, subject to certain restrictions, may, other than in the case of certain secondary offerings, instead settle all or a portion of the Exchange in cash based on a volume weighted average price of a share of Class A Common Stock.

Tax Receivable Agreement On May 31, 2023, in connection with the Transactions, the Company entered into a Tax Receivable Agreement (the " Tax Receivable Agreement "), pursuant to which the Company generally is required to pay to the Electing Members party to the Tax Receivable Agreement, in the aggregate, 85% of the net income tax savings that the Company actually realizes (or in certain circumstances, is deemed to realize) as a result of (i) certain favorable tax attributes that the Company acquired from the Blockers in the Blocker Mergers (including net operating losses), (ii) increases to the Company’s allocable share of the tax basis of Cibus’ assets resulting from future redemptions or exchanges of Cibus Common Units for shares of Class A Common Stock or cash, (iii) tax attributes resulting from certain payments made under the Tax Receivable Agreement, and (iv) deductions in respect of interest under the Tax Receivable Agreement.

At a special meeting of stockholders of Calyxt, in accordance with the voting results set forth under Item 5.07 of the Company’s Form 8-K filed on May 19, 2023, Calyxt’s stockholders approved an amendment (the “ Plan Amendment ”) to the Calyxt, Inc. 2017 Omnibus Incentive Plan