Compass Therapeutics, Inc. Sample Contracts
COMPASS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20_____ Debt SecuritiesIndenture • August 30th, 2024 • 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”):
COMPASS THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 10th, 2024 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”), dated as of December 9, 2024, is made between Compass Therapeutics, Inc., a Delaware corporation (including all wholly owned subsidiaries of Compass Therapeutics, Inc., the “Company”), and Barry Shin (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. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector 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”).
Compass THERAPEutics, inc. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer 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”).
COMMON STOCK PURCHASE AGREEMENTCommon 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”).
SUBSCRIPTION AGREEMENTSubscription 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.
REGISTRATION RIGHTS AGREEMENTRegistration 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 AGREEMENTEmployment 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 Thomas J. Schuetz, M.D., Ph.D. (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.
INDEMNITY AGREEMENTIndemnification 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”)
COMPASS THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment 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, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2026 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”), dated as of January 1, 2026, is made between Compass Therapeutics, Inc., a Delaware corporation (including all wholly owned subsidiaries of Compass Therapeutics, Inc., the “Company”), and Arjun Prasad (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.
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 30th, 2024 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Compass Therapeutics, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), who are parties to that certain Open Market Sale AgreementSM, dated August 1, 2022 (the “Original Agreement”) relating to the offering of the Company’s Common Shares.
COMPASS THERAPEUTICS LLC COMPASS THERAPEUTICS ADVISORS, INC. PACIFIC WESTERN BANK LOAN AND SECURITY AGREEMENTLoan 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
33,290,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 6,710,000 Shares COMPASS THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2025 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan 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 AGREEMENTLoan 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”).
COMPASS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20_____ Debt SecuritiesIndenture • December 30th, 2025 • 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”):
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...Collaboration Agreement • 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 30308Consent to Sublease • 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 001Research 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 AGREEMENTLoan 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”).
CLPF-CAMBRIDGE SCIENCE CENTER, LLC c/o Clarion Partners 101 Arch Street, 17th Floor Boston, MA 02110Consent to 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.
COMPASS THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • December 30th, 2025 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Compass Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC and Cantor Fitzgerald & Co. (each individually an “Agent” and together, the “Agents”)), as follows: