BUSINESS COMBINATION AGREEMENT BY AND AMONG ATLANTIC COASTAL ACQUISITION CORP. II, ABPRO MERGER SUB CORP. AND ABPRO CORPORATION DATED AS OF December 11, 2023Business Combination Agreement • December 12th, 2023 • Atlantic Coastal Acquisition Corp. II • Blank checks • Delaware
SIX: This Restated Certificate has been duly adopted and approved by the Board of Directors and by written consent of the stockholders in accordance with Sections 228, 242 and 245 of the DGCL and written notice of such action has been given as provided in section 228 of the DGCL.
Atlantic Coastal Acquisition Management II LLC New York, New York 10013 December 11, 2023Atlantic Coastal Acquisition Corp. II • December 12th, 2023 • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of December 11, 2023 (as it may be amended, the “BCA”) by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (including any successor thereto, “Purchaser”), Abpro Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), and Abpro Corporation, a Delaware corporation (the “Company”). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the BCA.
