Compass Therapeutics, Inc. (a Delaware corporation) 35,715,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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”):
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 1st, 2022 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
COMPASS THERAPEUTICS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • July 9th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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.
Compass Therapeutics, Inc. [•] Shares1 Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • November 9th, 2020 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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 Vered Bisker-Leib (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.
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).
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”).
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, 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 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
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”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONGMerger Agreement • May 13th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
CONSULTING AGREEMENTConsulting Agreement • May 28th, 2024 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AGREEMENT is between Vered Bisker-Leib (“Consultant”) and Compass Therapeutics, Inc. (the “Company”) (each a “Party” and collectively the “Parties”). This Agreement is made and entered into effective as of (and, as applicable, retroactive to) the “Employment Separation Date” of the Separation Agreement to which this Consulting Agreement is attached (the “Separation Agreement”), provided that the Separation Agreement has become fully effective. If the Separation Agreement does not become fully effective, this Agreement shall be void. Capitalized but undefined terms in this Agreement are defined in the Separation Agreement.
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”).
SUBLEASESublease • March 5th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of 1 December 2020 (“Effective Date”), and is made by and between Roche Diagnostics Operations, Inc., a Delaware corporation (“Sublandlord”), and Compass Therapeutics, Inc., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant hereby agree as follows:
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.
CONSULTING AGREEMENTConsulting Agreement • June 30th, 2021 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT is entered into and effective as of June 25, 2021 (the “Effective Date”), by and between COMPASS THERAPEUTICS, INC., a Delaware limited liability company (the “Company”), and MIRANDA TOLEDANO, an individual, (the “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 terms set forth more fully below. In consideration of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
May 28, 2024 PERSONAL AND CONFIDENTIAL Vered Bisker-Leib Re: Separation Agreement Dear Vered: As we have discussed, this letter confirms your separation from employment with Compass Therapeutics, Inc. (the “Company”), and your resignation from your...Separation Agreement • May 28th, 2024 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Agreement is the “Separation Agreement and Release” referred to in the Employment Agreement and shall serve as notice of the termination of your employment without Cause under the Employment Agreement. Capitalized but undefined terms in this Agreement are defined in the Employment Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 17, 2020, by and among OLIVIA VENTURES, INC., a Delaware corporation (the “Parent”), COMPASS ACQUISITION LLC, a Delaware limited liability company (the “Acquisition Subsidiary”), COMPASS THERAPEUTICS LLC, a Delaware limited liability company (the “Company”), BBV International Compass Inc., Biomatics – Compass, Inc., CHI II Blocker LLC and OrbiMed Private Investments V – KA (Blocker), Inc. (the “Blockers”), and Eight Roads Investments (a Bermuda company), Biomatics Capital Partners, L.P., and Cowen Healthcare Investments II LP, CHI EF II LP, and OrbiMed Private Investments V – KA (Feeder), LP (the “Blocker Holders”). The Parent, the Acquisition Subsidiary, the Company the Blockers and the Blocker Holders are each a “Party” and referred to collectively herein as the “Parties.”
