FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2019 • Amesite Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ___, 2019, among Amesite Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 27th, 2017 • Lola One Acquisition Corp • Delaware
AGREEMENT (this “Agreement”) entered into as of the 17th day of April, 2017, by and between Lola One Acquisition Corporation, a Delaware corporation (the “Company”), and Mark Tompkins, an individual (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among LOLA ONE ACQUISITION CORPORATION, a Delaware corporation, LOLA ONE ACQUISITION SUB, INC., a Delaware corporation, and AMESITE INC., a Delaware corporation April 26, 2018Agreement and Plan of Merger and Reorganization • May 2nd, 2018 • Amesite Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of April 26, 2018, by and among LOLA ONE ACQUISITION CORPORATION, a Delaware corporation (the “Parent”), LOLA ONE ACQUISITION SUB, INC., a Delaware corporation and the wholly-owned subsidiary of Parent (the “Acquisition Subsidiary”), and AMESITE INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
EXECUTIVE AGREEMENTExecutive Agreement • June 9th, 2020 • Amesite Inc. • Services-prepackaged software • Delaware
This Executive Agreement (the “Agreement”) is made and entered into effective as of June 1, 2020 (the “Effective Date”), by and between Ann Marie Sastry (the “Executive”) and Amesite, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2019 • Amesite Inc. • Services-prepackaged software • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Amesite Inc., a Delaware corporation (the “Company”).
Lock-Up Agreement April 26, 2018Lock-Up Agreement • August 24th, 2018 • Amesite Inc. • Services-prepackaged software • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of April ___, 2018, is entered into by and among Lola One Acquisition Corporation, a Delaware corporation (the “Parent”), Amesite Inc., a Delaware corporation (“Amesite” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
AMESITE INC. CONSULTING AGREEMENTConsulting Agreement • November 15th, 2018 • Amesite Inc. • Services-prepackaged software • Michigan
This Consulting Agreement (“Agreement”) is entered into as of the date set forth on the signature page hereto by and between Amesite Inc. (the “Company”) and the individual or entity named in the signature page hereto (“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 the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Lola One Acquisition Corporation (to be renamed “Amesite Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2020 • Amesite Inc. • Services-prepackaged software • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 14, 2020, by and among Amesite Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (each, a “Purchaser” and collectively, the “Purchasers”), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”).
COMMON STOCK PURCHASE WARRANT LOLA ONE ACQUISITION CORPORATION (To be RENAMED as amesite inc.)Common Stock Purchase Warrant • May 2nd, 2018 • Amesite Inc. • Blank checks • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, PLACEMENT AGENT (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [__], 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Lola One Acquisition Corporation, a Delaware corporation (to be renamed “Amesite Inc.,” the “Company”), up to [___] shares (subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”).
ContractCommercial Lease Agreement • May 10th, 2018 • Amesite Inc. • Blank checks • Michigan
THIS COMMERCIAL LEASE AGREEMENT (the “Lease”) is made and entered into this May 5, 2018(the “Effective Date”), between 205-207 East Washington, LLC, a Michigan limited liability company, whose address is 120 West Washington Street Unit F, Ann Arbor, MI 48104(“Landlord”), and Amesite Inc, whose address 205 East Washington Street Unit B, Ann Arbor, MI 48104 , Attn: (“Tenant”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 14th, 2020 • Amesite Inc. • Services-prepackaged software • New York
This Note Purchase Agreement (this “Agreement”) is dated as of ____________________, 2020 by and between Amesite Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Michigan
This Executive Employment Agreement (the “Agreement”), dated April 27, 2018, is between Amesite Inc. (the “Company”) and Ann Marie Sastry PhD. (“Executive”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2020 • Amesite Inc. • Services-prepackaged software • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2020 by and Amesite Inc., a Delaware corporation (“Company”), and the persons who purchased the Offering Shares and were signatories to that certain Registration Rights Agreement, dated April 27, 2018 (the “2018 Registration Rights Agreement”), (each a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 to the 2018 Registration Rights Agreement holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities on Schedule 2 to the 2018 Registration Rights Agreement holding Merger Shares (the “Merger Share Holders”) and the persons or entities on Schedule 3 to the 2018 Registration Rights Agreement holding Registerable Pre-Merger Shares (the “Pre-Merger Holders”).
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAmesite Inc. • May 2nd, 2018 • Blank checks • Michigan
As a condition of my employment with Amesite Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
ANN ARBOR AREA BOARD OF REALTORS® ADDENDUM aAmesite Inc. • May 10th, 2018 • Blank checks
COMMON STOCK PURCHASE WARRANT AMESITE INC.Common Stock Purchase Warrant • June 14th, 2019 • Amesite Inc. • Services-prepackaged software • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received,_______________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 11, 2019 (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Amesite Inc., a Delaware corporation (the “Company”), up to 1,479,078 shares (subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 12th, 2018 • Lola One Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) entered into as of the 9th day of April, 2018, by and between Lola One Acquisition Corporation, a Delaware corporation (the “Company”), and [INVESTOR] (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 27th, 2017 • Lola One Acquisition Corp • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 17th day of April, 2017, by and between Lola One Acquisition Corporation, a Delaware corporation (the “Company”) and Ian Jacobs, an individual (the “Purchaser”).
