INDEMNITY AGREEMENTIndemnity Agreement • November 6th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENT between AMPLITUDE HEALTHCARE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 25th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 19, 2019, is by and between Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks • New York
Amplitude Healthcare Acquisition Corporation New York, NY 10036Amplitude Healthcare Acquisition Corp • October 25th, 2019 • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 23, 2019 by and between Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________ between Jasper Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
Amplitude Healthcare Acquisition Corporation New York, NY 10036 Re: Initial Public Offering Gentlemen:Letter Agreement • November 25th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”), BMO Capital Markets Corp. and SVB Leerink LLC, as the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registrat
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2019, is made and entered into by and among Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”), Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
3,900,000 Shares of Common Stock Jasper Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2024 • Jasper Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks • New York
Amplitude healthcare acquisition corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 10,000,000 units (the “Firm Units”) of the Company to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 1,500,000 units (the “Option Units”) on the terms set forth in Section 1(b) hereof. The Firm Units and the Option Units are hereinafter collectively referred to as the “Units.”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 25th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”), and Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Purchaser”).
JASPER THERAPEUTICS, INC. 60,000,000 Shares of Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2023 • Jasper Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Jasper Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 60,000,000 shares (the “Firm Shares”) of the Company’s voting common stock, $0.0001 par value per share (the “Common Stock”), to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”), for whom Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc. are acting as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 9,000,000 shares of Common Stock (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
Amplitude Healthcare Acquisition Corporation New York, NY 10036 Re: Initial Public Offering Gentlemen:Letter Agreement • November 6th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”), BMO Capital Markets Corp. and SVB Leerink LLC, as the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registrat
AMPLITUDE HEALTHCARE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2019 • Amplitude Healthcare Acquisition Corp • Blank checks • New York
Amplitude healthcare acquisition corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 10,000,000 units (the “Firm Units”) of the Company to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 1,500,000 units (the “Option Units”) on the terms set forth in Section 1(b) hereof. The Firm Units and the Option Units are hereinafter collectively referred to as the “Units.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2021 by and between Jasper Therapeutics, Inc., a Delaware corporation (the “Corporation”), and Jeetinder Mahal (the “Executive”).
JASPER THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 18th, 2022 • Jasper Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Unless otherwise defined herein, the terms defined in the Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2021, is made and entered into by and among Jasper Therapeutics, Inc. (f/k/a Amplitude Healthcare Acquisition Corporation), a Delaware corporation (the “Company”), Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Sponsor”), and certain former stockholders of Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”), set forth in Schedule 1 hereto (such stockholders, the “Jasper Holders”, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ASSIGNMENT AGREEMENTAssignment Agreement • August 9th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • New York
This Assignment Agreement is entered into as of November 21, 2019 (the “Assignment Effective Date”) by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California, 91320 (“Amgen”), and JASPER THERAPEUTICS, INC., a Delaware corporation having an address at 725 Mariposa Avenue, Mountain View, California, CA 94041 (“Jasper”).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTForm of Company Stockholder Support Agreement • May 6th, 2021 • Amplitude Healthcare Acquisition Corp • Blank checks • Delaware
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 5, 2021, by and among Amplitude Healthcare Acquisition Corporation, a Delaware corporation (“AMHC”), and [•], a [•] (the “Stockholder”). Each of AMHC and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
CLINICAL TRIAL AGREEMENT For Clinical Trials Conducted at the National Institutes of Health Clinical Center BETWEEN THE NATIONAL INSTITUTE OF ALLERGY AND INFECTIOUS DISEASES (NIAID) AND JASPER THERAPEUTICS, INC. NIH Protocol # […***…] Jasper...Amplitude Healthcare Acquisition Corp • August 9th, 2021 • Biological products, (no disgnostic substances) • District of Columbia
This Agreement sets forth the terms and conditions under which this protocol will be conducted and the clinical trial will be managed.
JASPER THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 18th, 2022 • Jasper Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Unless otherwise defined herein, the terms defined in the Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
ContractAmplitude Healthcare Acquisition Corp • August 20th, 2021 • Biological products, (no disgnostic substances)
*** Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets (“[...***...]”) in this exhibit. ***
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 6th, 2021 • Amplitude Healthcare Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 5th day of May, 2021, by and between Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
AMENDMENT #2 TO THE INVESTIGATOR SPONSORED RESEARCH AGREEMENT AMGEN PROTOCOL NO. 20119244 BY AND BETWEEN THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY FOR STANFORD UNIVERSITY, ON BEHALF OF […***…], AND AMGEN INC.Amplitude Healthcare Acquisition Corp • August 9th, 2021 • Biological products, (no disgnostic substances) • California
This Amendment #2 (this “Amendment”) to the Agreement (as defined below) is entered into as of November 15, 2017 (the “Amendment Effective Date”) by and between Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, CA 91320-1799 (“Amgen”) and The Board of Trustees of the Leland Stanford Junior University for Stanford University, having a location at 3000 El Camino Real, Bldg 5, Suite 300, Palo Alto, CA 94306 (“Institution”), on behalf of […***…] (“Principal Investigator”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement.
AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 29th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances)
THIS AMENDMENT TO SPONSOR SUPPORT AGREEMENT, dated as of September 24, 2021 (this “Amendment”) is entered into by and among Amplitude Healthcare Holdings LLC, a Delaware limited liability company (“Sponsor”), Amplitude Healthcare Acquisition Corporation, a Delaware corporation (“AMHC”), and Jasper Therapeutics, Inc. a Delaware corporation (“Jasper” and, together with Sponsor and AMHC, the “Parties”).
Certain identified information has been omitted from this exhibit because it is both (i) not material andQuality Agreement • August 20th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances)
Lonza Sales AG incorporated and registered in Switzerland whose registered office is at Munchensteinerstrasse 38, CH-4002, Basel, Switzerland hereinafter referred to as “Lonza”.
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets...Material Transfer Agreement • August 9th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • New York
This Material Transfer Agreement (this “Agreement”) is made and entered into as of January 9, 2021 (the “Effective Date”) between Jasper Therapeutics, Inc., a Delaware corporation with a principal place of business at 2200 Bridge Pkwy Suit #102, Redwood City, CA 94065 (“Jasper”), and Graphite Bio, Inc., a Delaware corporation with a principal place of business at 279 E Grand Ave, Suite 430, South San Francisco, CA 94080 (“Graphite”). Jasper and Graphite are referred to each as a “Party” or collectively as the “Parties”, respectively.
MATERIAL TRANSFER AGREEMENTMaterial Transfer Agreement • July 19th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • New York
This Material Transfer Agreement (this “Agreement”) is made and entered into as of December 14, 2020 (the “Effective Date”) between Jasper Therapeutics, Inc., a Delaware corporation with a principal place of business at 2200 Bridge Parkway, Suite #102, Redwood City, CA 94065 (“Jasper”), and Zai Lab Limited, Cayman Islands corporation with a principal place of business at 4560 Jinke Road, Bldg. 1, 4F, Pudong, Shanghai, China 201210 (“Zai Lab”). Jasper and Zai Lab are referred to each as a “Party” or collectively as the “Parties”, respectively.
Re: Service Agreement - Chairperson of the Board and Consulting ServicesService Agreement • April 14th, 2023 • Jasper Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Reference is made to that certain Service Agreement, dated March 7, 2022 (the “Service Agreement”), by and between William Lis (“Lis”) and Jasper Therapeutics, Inc., a Delaware corporation (the “Company” and, together with Lis, the “Parties”). The Parties hereby agree, (a) pursuant to Section 1 of the Service Agreement, that the initial term of Lis’ service as Chairperson of the Company’s Board of Directors shall continue from March 15, 2023 until March 15, 2024, which initial term may be further extended upon mutual consent of the Parties, or until Lis’ earlier resignation or removal as provided in the Service Agreement, and (b) effective April 1, 2023, the reference to “$250,000” in Section 3(a) of the Service Agreement shall be amended and restated as “$125,000”. Except as set forth in this letter agreement, the Service Agreement shall remain unmodified and in full force and effect in accordance with its terms. This letter agreement will be governed by the laws of the State of Calif
EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. and JASPER THERAPEUTICS, INC. Dated as of November 21, 2019 EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 9th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of November 21, 2019 (the “Effective Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California (“AMGEN”), and JASPER THERAPEUTICS, INC., a Delaware corporation having an address at 725 Mariposa Avenue, Mountain View, California CA 94041 (“JASPER”). JASPER and AMGEN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Intramural Clinical Trial AgreementAmplitude Healthcare Acquisition Corp • July 19th, 2021 • Biological products, (no disgnostic substances) • District of Columbia
This Agreement sets forth the terms and conditions under which this protocol will be conducted and the clinical trial will be managed.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement • May 12th, 2022 • Jasper Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
In order to settle as fully as possible all known and unknown claims that I, Kevin Heller (“I,” “me,” “my”), might have against Jasper Therapeutics, Inc. (the “Company”), and all related parties, the Company and I agree to the terms and conditions of this Confidential Separation Agreement and General Release of All Claims (this “Agreement”). The “Effective Date” of this Agreement will be the date that I sign page 9 and return this Agreement to the Company.
MATERIAL TRANSFER AND OPTION AGREEMENTTransfer and Option Agreement • August 9th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • New York
This Material Transfer and Option Agreement (this “Agreement”) is made and entered into as of June 17, 2021 (the “Effective Date”) between Jasper Therapeutics, Inc., a Delaware corporation with a principal place of business at 2200 Bridge Pkwy Suit #102, Redwood City, CA 94065 (“Jasper”), and Aruvant Sciences GmbH, a company incorporated under the laws of Switzerland, having a place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (“Aruvant”). Jasper and Aruvant are referred to each as a “Party” or collectively as the “Parties”, respectively.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 6th, 2021 • Amplitude Healthcare Acquisition Corp • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2021, is made by and among Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Sponsor”), Amplitude Healthcare Acquisition Corporation, a Delaware corporation (“AMHC”), and Jasper Therapeutics, Inc., a Delaware corporation (the “Company”). The Sponsor, AMHC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 9th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Jasper Therapeutics, Inc. (“Jasper”), a corporation having a principal place of business at 2200 Bridge Parkway, #103, Redwood City, California 94065, is effective on the 25th day of March, 2021 (“Effective Date”).
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets...Sponsored Research Agreement • August 9th, 2021 • Amplitude Healthcare Acquisition Corp • Biological products, (no disgnostic substances) • California
This Agreement is between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having corporate powers under the laws of the State of California having an office at 415 Broadway Street, 2nd Floor, MC 8854, Redwood City, CA 94063, and JASPER THERAPEUTICS, INC., a Delaware corporation (“Company”), having its principal place of business at 2200 Bridge Parkway, Suite 102, Redwood City, CA 94065.
