ABSCI CORPORATION 16,700,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 28th, 2024 • Absci Corp • 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”.
ABSCI CORPORATION DIRECTOR INDEMNIFICATION AGREEMENTDirector 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 AGREEMENTEmployment 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”).
COLUMBIA TECH CENTER LEASE BY AND BETWEEN COLUMBIA TECH CENTER, L.L.C., a Washington limited liability company AND ABSCI CORPORATION, a Delaware corporationLease • June 30th, 2021 • AbSci Corp • Services-commercial physical & biological research
THE HUDSON BUILDING OFFICE LEASEOffice Lease • June 30th, 2021 • AbSci Corp • Services-commercial physical & biological research
SUBLEASE AGREEMENTSublease 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 AGREEMENTInvestors’ 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.”
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, 2021Merger Agreement • 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
SEPARATION AGREEMENTSeparation 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 AGREEMENTJoint 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 AGREEMENTTransition 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 AGREEMENTExecutive 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”).
