Abpro Corp Sample Contracts

Abpro Corp – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABPRO CORPORATION (May 4th, 2018)

ABPRO CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

Abpro Corp – ABPRO CORPORATION 2018 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 23, 2018 APPROVED BY THE STOCKHOLDERS: APRIL 30, 2018 IPO DATE: (May 2nd, 2018)
Abpro Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABPRO CORPORATION (May 2nd, 2018)

FOUR: This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of the Company.

Abpro Corp – Confidential EXCLUSIVE LICENSE AGREEMENT for MSK’s technology “Her2-huOKT3 bispecific Antibody—SK2014-064” No binding agreement between the Parties will exist until this Agreement has been signed by both Parties. Unsigned drafts of this Agreement shall not be considered offers. (May 2nd, 2018)

This Exclusive License Agreement (the “Agreement”) is effective on the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan Kettering Cancer Center (hereinafter referred to as “MSK”), a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York NY 10065, and AbPro Corporation, a Delaware corporation with principal offices located at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (“LICENSEE”). MSK and LICENSEE are sometimes referred to singly as “Party” and collectively as “Parties”.

Abpro Corp – ABPRO CORPORATION 2018 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 23, 2018 APPROVED BY THE STOCKHOLDERS: APRIL 30, 2018 (May 2nd, 2018)
Abpro Corp – AMENDED AND RESTATED BYLAWS OF ABPRO CORPORATION (A DELAWARE CORPORATION) (May 2nd, 2018)
Abpro Corp – ABPRO CORPORATION [●] Shares Common Stock ($[●] par value per Share) UNDERWRITING AGREEMENT (May 2nd, 2018)

Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A

Abpro Corp – ABPRO CORPORATION STOCK OPTION GRANT NOTICE (2018 EQUITY INCENTIVE PLAN) (May 2nd, 2018)

Abpro Corporation (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Stock Option Grant Notice and the Plan, the terms of the Plan will control.

Abpro Corp – INDEMNIFICATION AGREEMENT (May 2nd, 2018)

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of             , 2018, between Abpro Corporation, a Delaware corporation (the “Company”), and                                      (“Indemnitee”).

Abpro Corp – LICENSE AGREEMENT (May 2nd, 2018)

THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of this 26th day of August, 2016 (the “Effective Date”), by and between MedImmune Limited, a company incorporated in England and Wales (under company number 2451177) whose registered office is Milstein Building, Granta Park, Cambridge, CB21 UK (“Licensor”), AbMed Corporation a Delaware corporation with its principal place of business at 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904 (“Company”) and, solely with respect to the specified provisions hereof, AbPro Corporation, a Delaware corporation with its principal place of business at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (“AbPro”). Licensor, Company and AbPro are sometimes collectively referred to herein as the “Parties” and each separately as a “Party.”

Abpro Corp – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABPRO CORPORATION (May 2nd, 2018)

ABPRO CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

Abpro Corp – ABPRO CORPORATION AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement (April 11th, 2018)

This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of [            ] (“Grant Date”) by and between Abpro Corporation (“Company”) and [            ] (“Grantee”).

Abpro Corp – FORM OF ABPRO CORPORATION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (April 11th, 2018)

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 22 day of December, 2017, by and among Abpro Corporation (f/k/a IE Lab, Inc.), a Delaware corporation (the “Company”), certain existing stockholders of the Company listed on Exhibit A hereto (each, an “Investor” and together the “Investors”) and any additional purchaser who purchases shares of Series D Preferred Stock after the date hereof and becomes a party to this Agreement in accordance with Section 5.1 hereof. Together, the Investors (including any party that becomes an “Investor” under this Agreement in accordance with Section 5.1 hereof) are referred to herein as the “Investors,” and each individually as an “Investor.” Capitalized terms not otherwise defined herein have the meaning given them in the Purchase Agreement (as defined below).

Abpro Corp – February 25, 2017 Dear Gavin, (April 11th, 2018)

On behalf of Abpro (the “Company”), I am pleased to offer you the position of CSO, reporting to Ian Chan, CEO. Details of our offer are as follows:

Abpro Corp – EMPLOYMENT AGREEMENT (April 11th, 2018)

AGREEMENT made and entered into as of the 21st day of December, 2017 by and between Abpro Corporation, a Delaware corporation with its principal place of business in Woburn, Massachusetts (the “Company”), and Ian Chan, of Address (the “Executive”).

Abpro Corp – BY-LAWS OF IE LAB, INC. (April 11th, 2018)
Abpro Corp – ABPRO CORPORATION Amended and Restated 2014 Stock Incentive Plan (April 11th, 2018)
Abpro Corp – CONSULTING AGREEMENT (April 11th, 2018)

THIS CONSULTING AGREEMENT (the “Agreement”), dated as of December 18, 2017, is entered into by Abpro Corporation (the “Company”), and Eugene Chan (the “Consultant”).

Abpro Corp – Confidential EXCLUSIVE LICENSE AGREEMENT for MSK’s technology “Her2-huOKT3 bispecific Antibody—SK2014-064” No binding agreement between the Parties will exist until this Agreement has been signed by both Parties. Unsigned drafts of this Agreement shall not be considered offers. (April 11th, 2018)

This Exclusive License Agreement (the “Agreement”) is effective on the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan Kettering Cancer Center (hereinafter referred to as “MSK”), a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York NY 10065, and AbPro Corporation, a Delaware corporation with principal offices located at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (“LICENSEE”). MSK and LICENSEE are sometimes referred to singly as “Party” and collectively as “Parties”.

Abpro Corp – LICENSE AGREEMENT (April 11th, 2018)

THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of this 26th day of August, 2016 (the “Effective Date”), by and between MedImmune Limited, a company incorporated in England and Wales (under company number 2451177) whose registered office is Milstein Building, Granta Park, Cambridge, CB21 UK (“Licensor”), AbMed Corporation a Delaware corporation with its principal place of business at 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904 (“Company”) and, solely with respect to the specified provisions hereof, AbPro Corporation, a Delaware corporation with its principal place of business at 65 Cummings Park Drive, Woburn, Massachusetts 01801 (“AbPro”). Licensor, Company and AbPro are sometimes collectively referred to herein as the “Parties” and each separately as a “Party.”

Abpro Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABPRO CORPORATION (April 11th, 2018)

Abpro Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

Abpro Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABPRO CORPORATION (April 11th, 2018)

Abpro Corporation, (the “Corporation”) a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

Abpro Corp – LEASE EXTENSION # 1 (April 11th, 2018)

In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and Abpro Corporation, LESSEE, at 65 Cummings Park and 395 West Cummings Park, Woburn, Massachusetts (“premises” or “leased premises”), fully executed on July 2, 2014 and currently scheduled to terminate on August 30, 2017, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows: