Compass Therapeutics, Inc. Sample Contracts

COMPASS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20_____ Debt Securities
Indenture • July 9th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

THIS INDENTURE, dated as of [•], 20___, between COMPASS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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COMPASS THERAPEUTICS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement
Compass Therapeutics, Inc. • July 9th, 2021 • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSM
Open Market Sale • August 1st, 2022 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Compass THERAPEutics, inc. FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Compass Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).

Compass Therapeutics, Inc. (a Delaware corporation) 35,715,000 Shares of Common Stock UNDERWRITING AGREEMENT
Compass Therapeutics, Inc. • November 3rd, 2021 • Biological products, (no disgnostic substances) • New York
COMPASS THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Compass Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • May 30th, 2018 • Olivia Ventures, Inc. • Delaware

AGREEMENT (this “Agreement”) entered into as of the 22nd day of March, 2018, by and between Olivia Ventures, Inc., a Delaware corporation (the “Company”), and Mark Tompkins, an individual (the “Purchaser”).

INDEMNITY AGREEMENT
Indemnity Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware

This Indemnity Agreement (the “Agreement”), dated as of June ___, 2020, is entered into by and among Olivia Ventures, Inc., a Delaware corporation (the “Parent”), Compass Therapeutics LLC, a Delaware limited liability company (“Compass” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”)

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • New York

This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Olivia Ventures, Inc. (to be renamed “Compass Therapeutics, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”) by the Company.

COMPASS THERAPEUTICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (“Agreement”), dated as of April 14, 2021, is made between Compass Therapeutics, Inc., a Delaware corporation (including all wholly-owned subsidiaries of Compass Therapeutics, Inc., the “Company”), and Vered Bisker-Leib (the “Executive”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.

Compass Therapeutics, Inc. [•] Shares1 Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • November 9th, 2020 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of June 19, 2020, among Compass Therapeutics, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Merger Shares (as defined below), and the persons or entities identified on Schedule 2 hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).

COMPASS THERAPEUTICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2024 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (“Agreement”), dated as of January 8, 2024, is made between Compass Therapeutics, Inc., a Delaware corporation (including all wholly-owned subsidiaries of Compass Therapeutics, Inc., the “Company”), and Thomas J. Schuetz (the “Executive”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), effective as of the Effective Date (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement, including, without limitation, the Employment Agreement dated as of April 14, 2021, between the Company and the Executive (the “Original Employment Agreement”).

COMPASS THERAPEUTICS LLC COMPASS THERAPEUTICS ADVISORS, INC. PACIFIC WESTERN BANK LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • North Carolina

That certain lease line agreement between Compass Therapeutics LLC and Boston Financial and Equity Corporation dated July 19, 2017

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 26, 2018, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and COMPASS THERAPEUTICS LLC and COMPASS THERAPEUTICS ADVISORS, INC. (each a “Borrower” and collectively, “Borrowers”).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks

This Third Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of October 29, 2019, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and COMPASS THERAPEUTICS LLC and COMPASS THERAPEUTICS ADVISORS, INC. (each a “Borrower” and collectively, “Borrowers”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG
Agreement and Plan of Merger • May 13th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...
Certain Confidential • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • New York

This Amended and Restated Collaboration Agreement (the “Agreement”), dated February 11, 2015, amends and restates the Collaboration Agreement (the “Original Agreement”) made as of October 16, 2014 (the “Effective Date”) and amended as of December 9, 2014, by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and Kairos Biologics Foundation LLC, a Delaware limited liability company having an address at 44 South Main Street, Hanover, NH 03755 (“Kairos”).

JAMESTOWN PREMIER 245 FIRST, LLC c/o Jamestown 675 Ponce de Leon Avenue, 7th Floor Atlanta, GA 30308
Sublease Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Massachusetts

THIS INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord and Tenant,

RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT – ABL 001
Research and Development Collaboration and License Agreement • August 16th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances)

THIS RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT-ABL 001 (including the schedules and appendix hereto, this “Agreement”), effective as of November 30, 2018 (the “Effective Date”), is between:

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 8, 2019, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and COMPASS THERAPEUTICS LLC and COMPASS THERAPEUTICS ADVISORS, INC. (each a “Borrower” and collectively, “Borrowers”).

SUBLEASE
Sublease • March 5th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances)

THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of 1 December 2020 (“Effective Date”), and is made by and between Roche Diagnostics Operations, Inc., a Delaware corporation (“Sublandlord”), and Compass Therapeutics, Inc., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant hereby agree as follows:

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CLPF-CAMBRIDGE SCIENCE CENTER, LLC c/o Clarion Partners 101 Arch Street, 17th Floor Boston, MA 02110
Sublease Modification Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks

Further reference is made to that certain Sublease Agreement dated as of July 27, 2016 (the “Sublease”) between Tenant, as Sublandlord, and Compass Therapeutics LLC (“Subtenant”), as Subtenant, pursuant to which Subtenant is subleasing from Tenant the entire Premises (defined in the Sublease as the “Sublease Premises”). In connection with the Sublease, Landlord’s predecessor entered into a Consent to Sublease (the “Consent”) dated July 29, 2016, with Tenant and Subtenant.

CONSULTING AGREEMENT
Consulting Agreement • June 30th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS CONSULTING AGREEMENT is entered into and effective as of June 25, 2021 (the “Effective Date”), by and between COMPASS THERAPEUTICS, INC., a Delaware limited liability company (the “Company”), and MIRANDA TOLEDANO, an individual, (the “Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 17, 2020, by and among OLIVIA VENTURES, INC., a Delaware corporation (the “Parent”), COMPASS ACQUISITION LLC, a Delaware limited liability company (the “Acquisition Subsidiary”), COMPASS THERAPEUTICS LLC, a Delaware limited liability company (the “Company”), BBV International Compass Inc., Biomatics – Compass, Inc., CHI II Blocker LLC and OrbiMed Private Investments V – KA (Blocker), Inc. (the “Blockers”), and Eight Roads Investments (a Bermuda company), Biomatics Capital Partners, L.P., and Cowen Healthcare Investments II LP, CHI EF II LP, and OrbiMed Private Investments V – KA (Feeder), LP (the “Blocker Holders”). The Parent, the Acquisition Subsidiary, the Company the Blockers and the Blocker Holders are each a “Party” and referred to collectively herein as the “Parties.”

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