Absci Corp Sample Contracts

ABSCI CORPORATION 16,700,000 Shares of Common Stock Underwriting Agreement
Absci Corp • February 28th, 2024 • Services-commercial physical & biological research • New York

Absci Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,700,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,505,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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ABSCI CORPORATION DIRECTOR INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 19th, 2021 • Absci Corp • Services-commercial physical & biological research • Delaware

This Indemnification Agreement (“Agreement”) is made as of [__________], 202[_] by and between Absci Corporation, a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).

Employment Agreement
Employment Agreement • November 14th, 2023 • Absci Corp • Services-commercial physical & biological research • Washington

This Employment Agreement (“Agreement”) is made between Absci Corporation, a Delaware corporation (the “Company”), and Zachariah Jonasson (the “Executive”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG ABSCI CORPORATION, TARGET DISCOVERY MERGER SUB I, INC., TARGET DISCOVERY MERGER SUB II, LLC, TOTIENT, INC. AND THE STOCKHOLDERS NAMED THEREIN Dated as of June 4, 2021
Agreement and Plan of Merger • July 8th, 2021 • Absci Corp • Services-commercial physical & biological research • Delaware

This AGREEMENT AND PLAN OF MERGER (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms herewith, this “Agreement”) is made and entered into as of June 4, 2021, by and among: (i) AbSci Corporation, a Delaware corporation (“Parent”); (ii) Target Discovery Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Target Discovery Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) Totient, Inc., a Delaware corporation (the “Company”); (v) solely for the purposes set forth in Section 5.4 and Article VII, the stockholders of the Company as set forth on Schedule A hereto (the “Company Stockholders”); and (vi) the Major Stockholders (as defined herein). Capitalized terms used herein have the meanings ascribed thereto in Arti

THE HUDSON BUILDING OFFICE LEASE
Lease • June 30th, 2021 • AbSci Corp • Services-commercial physical & biological research
SUBLEASE AGREEMENT
Sublease Agreement • June 30th, 2021 • AbSci Corp • Services-commercial physical & biological research

Effective Date: February 1 , 2019 Sublessor: Killian Pacific LLC, a Washington limited liability company Subtenant: AbSci, LLC, a Delaware limited liability company

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 30th, 2021 • AbSci Corp • Services-commercial physical & biological research • Delaware

This Investors’ Rights Agreement (this “Agreement”), is made as of October 19, 2020, by and among AbSci Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2024 • Absci Corp • Services-commercial physical & biological research • Washington

This Employment Agreement (“Agreement”) is made between Absci Corporation, a Delaware corporation (the “Company”), and Shelby Walker (the “Executive”).

SEPARATION AGREEMENT
Separation Agreement • November 14th, 2023 • Absci Corp • Services-commercial physical & biological research • Washington

This Separation Agreement (“Agreement”) is made between Absci Corporation, a Delaware corporation (the “Company”) and Sarah Korman (the “Executive”). The Company together with the Executive shall be referred to as the “Parties”. Terms with initial capitalization not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

JOINT MARKETING AGREEMENT
Joint Marketing Agreement • June 30th, 2021 • AbSci Corp • Services-commercial physical & biological research • Delaware

THIS JOINT MARKETING AGREEMENT (this “Agreement”) is entered into as of December 5, 2019 (the “Effective Date”), by and between ABSCI, LLC., a Delaware limited liability company, having its principal place of business at 101 E. 6th Street, Suite 350, Vancouver, WA 98660 (“AbSci”), and KBI BIOPHARMA, INC. a Delaware corporation, having its principal place of business at 1101 Hamlin Rd., Durham, NC 27704 (“KBI”). Each of AbSci and KBI are referred to herein individually as a “Party” and collectively as the “Parties.”

TRANSITION AGREEMENT
Transition Agreement • November 14th, 2023 • Absci Corp • Services-commercial physical & biological research • Washington

This Transition Agreement (“Agreement”) is made between Absci Corporation, a Delaware corporation (the “Company”) having an office at 18105 SE Mill Plain Blvd, Vancouver, WA 98683, and Gregory Schiffman (the “Executive”). The Company together with the Executive shall be referred to collectively as the “Parties.” Terms with initial capitalization not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 14th, 2023 • Absci Corp • Services-commercial physical & biological research

This Executive Employment Agreement (the “Agreement”) is made between Absci GmbH, a Swiss company to be set up and based in the Canton of Zug (the “Company”), which acts until its establishment through Absci Corporation, a Delaware corporation, which signs this Agreement solely in the name and on account of the Company; and Dr. Andreas Busch, an individual residing in Switzerland (the “Executive”).

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