Validity of the Securities Clause Samples

Validity of the Securities. Upon delivery in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and validly issued, fully paid and non-assessable.

Validity of the Securities. The Securities, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any liens or encumbrances; provided, however, that the Securities are subject to certain restrictions on transfer as provided therein and under state and/or federal securities laws. Based in part upon the representations of the Purchasers in this Agreement, the offer, sale and issuance of the Securities will be in compliance with all applicable federal and state securities laws. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act of 1933, as amended (the “Securities Act”) (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act or any Person listed in the first paragraph of Rule 506(d)(1). “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

Validity of the Securities. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration expressed in this Agreement, shall be duly authorized and validly issued (including, without limitation, issued in compliance with applicable federal and state securities laws assuming the accuracy of the Purchasers' representations herein), fully-paid, nonassessable, and neither the Company nor the holder thereof shall be subject to any preemptive or similar right with respect thereto.

Validity of the Securities. Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed upon by ▇▇▇▇▇ ▇▇▇, New York, New York. The financial statements of Calyxt, Inc. appearing in Calyxt, Inc.’s Annual Report (Form10-K) for the year ended December 31, 2018, have been audited by ▇▇▇▇▇ & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of ▇▇▇▇▇ & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

Validity of the Securities. The Shares are duly authorized and, when issued, delivered and paid for as set forth herein, will have been validly issued, fully paid and nonassessable and will have been issued without violation of or being subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived. The Warrants are duly authorized, and when issued, delivered and paid for as set forth herein, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be fully paid and nonassessable and will have been issued without violation of or being subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to this Agreement and the Warrants.

Validity of the Securities. Unless otherwise specified in the prospectus supplement accompanying this prospectus, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York, New York, will provide opinions regarding the authorization and validity of the securities for us, and certain legal matters will be passed upon for the underwriters by ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York, New York.