UNDERWRITING AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: January 13, 2022Underwriting Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
The undersigned, Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
FORM OF PUBLIC WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 20[_]Warrant Agreement • January 6th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 20[_], is by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2022, by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Atlantic Coastal Acquisition Corp. II New York, NY 10013Atlantic Coastal Acquisition Corp. II • December 2nd, 2021 • New York
This agreement (the “Agreement”) is entered into on October 25, 2021 by and between Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Atlantic Coastal Acquisition Corp. II, 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 7,180,305 shares of Series B common stock, $0.0001 par value per share (together with the 7,195 shares of Series B common stock, $0.0001 par value per share previously acquired by Subscriber, the “Shares”), up to 937,500 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 • December 20th, 2021 • Atlantic Coastal Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 20[ ] between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2022, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF PRIVATE WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 20[_]Warrant Agreement • January 6th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 20[_], is by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of January 13, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 13, 2022Private Warrant Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 13, 2022, is by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • April 5th, 2023 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April 4, 2023 by and among Atlantic Coastal Acquisition Corp. II (“ACAB”), Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
PUBLIC WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 13, 2022Public Warrant Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 13, 2022, is by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Atlantic Coastal Acquisition Corp. II New York, New York 10013 Cantor Fitzgerald & Co. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 26,100,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Series 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 will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), filed by the Com
ContractExpense Advancement Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of January 13, 2022, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 20[ ], is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.02 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 16th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances) • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of April 10, 2024 (the “Effective Date”) by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Atlantic Coastal Acquisition Corp. II, a Delaware corporation (“SPAC”), and Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
ABPRO HOLDINGS, INC. CONVERTIBLE PROMISSORY NOTEAtlantic Coastal Acquisition Corp. II • November 4th, 2024 • Biological products, (no disgnostic substances)
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated October 30, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and among the Company (fka Atlantic Coastal Acquisition Corp. II), Abpro Corporation, a Delaware corporation, and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 30, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), ATLANTIC COASTAL ACQUISITION CORP. II, a company incorporated under the laws of the State of Delaware (the “Company”) and ABPRO CORPORATION, a company incorporated under the laws of the State of Delaware (“Abpro”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2024 • Atlantic Coastal Acquisition Corp. II • Blank checks • Massachusetts
AGREEMENT made and entered into as of the 15th day of January, 2020 by and between Abpro Corporation, a Delaware corporation with its principal place of business in Woburn, Massachusetts (the “Company”), and Ian Chan, of **** (the “Executive”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • April 2nd, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of this 14th day of December, 2019 (the “Effective Date”), by and between AbPro Corporation, a Delaware corporation with its principal place of business at 68 Cummings Park Drive, Woburn, Massachusetts 01801 (“Licensor”), and Abpro Bio International, Inc., a company organized and existing under the laws of the Republic of Korea with its principal place of business at 139, Techno jungang-daero, Yuga-myeon, Dalseong-gun, Daegu, Republic of Korea (“Company”). Licensor and Company are sometimes collectively referred to herein as the “Parties” and each separately as a “Party.”
ContractCollaboration Agreement • October 9th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
This Amendment to the Collaboration Agreement (the “Amendment”) is entered into as of October 9, 2024 (the “Amendment Effective Date”).
Atlantic Coastal Acquisition Management II LLC New York, New York 10013 January 18, 2024Atlantic Coastal Acquisition Corp. II • January 19th, 2024 • 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.
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 6th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances) • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 5, 2024, is made by and among Atlantic Coastal Acquisition Corp. II, a Delaware Corporation (to be renamed “Abpro Holdings, Inc.” in accordance with the Transaction Agreement (as defined below), the “Company”), and the Backstop Investor (as defined below).
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.
COLLABORATION AGREEMENTMaterial Transfer Agreement • April 2nd, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
THIS COLLABORATION AGREEMENT (this “Agreement”) is entered into as of this 21st day of September, 2022 (the “Agreement Effective Date”), by and between Abpro Corporation, a Delaware corporation with its principal place of business at 68 Cummings Park Drive, Woburn, Massachusetts 01801 (“Abpro”), and Celltrion, Inc., a company organized and existing under the laws of Korea with its principal place of business at 23, Academy-ro, Yeonsu-gu, Incheon, 22014, the Republic of Korea (“Celltrion”). Abpro and Celltrion are sometimes collectively referred to herein as the “Parties” and each separately as a “Party”.
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 4th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances) • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 30, 2024 is made by and among YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), ATLANTIC COASTAL ACQUISITION CORP. II, a Delaware corporation (the “Company”), and ABPRO CORPORATION, a Delaware corporation (“Abpro”). For purposes of this Agreement, references to the “Company” shall mean, after the closing of the Business Combination (as defined below), the resulting publicly-listed company pursuant to the transactions contemplated by that certain Business Combination Agreement, dated December 11, 2023 (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, Abpro Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Abpro. Pursuant to the terms of the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the “Business Comb
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 4th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 4, 2024 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of December 11, 2023, by and among (a) Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “SPAC”), (b) Abpro Merger Sub Corp, a Delaware corporation and (c) Abpro Corporation, a Delaware corporation (the “Company”). The SPAC 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 set forth in the Agreement.
ContractExpense Advancement Agreement • May 31st, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of May 30, 2024, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”).
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.
ContractCollaboration Agreement • April 2nd, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances) • Hong Kong
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. No./ COLLABORATION AGREEMENT Project: BsAb COLLABORATION AGREEMENT Party A: Abpro Corporation Party B: Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. Place of signing: Date of signing: 2019 01 30 Effective Periods:
FORM OF SUBSCRIPTION AGREEMENT]Subscription Agreement • August 28th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [__] day of August, 2024 (“Effective Date”), by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
ContractPublic Health Service • April 2nd, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Date: November 7, 2024 To: Atlantic Coastal Acquisition Corp. II, a Delaware corporation (“ACAB”), and Abpro Corporation, a Delaware Corporation (“Target”). Address: 6 St Johns Lane, Floor 5 New York, NY 10013 From: YA II PN, LTD., a Cayman Islands...Atlantic Coastal Acquisition Corp. II • November 8th, 2024 • Biological products, (no disgnostic substances)
This Confirmation, together with the Pricing Date Notice(s), evidences a complete binding agreement between Seller, ACAB and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
CONSULTING AGREEMENTConsulting Agreement • January 19th, 2024 • Atlantic Coastal Acquisition Corp. II • Blank checks
THIS CONSULTING AGREEMENT (the “Agreement”), dated as of January 1, 2023 is entered into by Abpro Corporation (the “Company”) and NEM LLC, a single member limited liability company having an address at **** (the “Consultant”) and whose principal is Mr. Eugene Chan. This Agreement supersedes the earlier Consulting Agreement dated January 15, 2020 between Mr. Eugene Chan and the Company in its entirety (the “Earlier Agreement”) and such Earlier Agreement is agreed to be void and without further effect.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 28th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances) • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of August 22, 2024, by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (including its successors, the “Company”), and Celltrion, Inc. (“Investor”). Unless otherwise provided, each capitalized term used and not otherwise defined herein shall have the meaning set forth in Article VI.
LEASE EXTENSION # 1Atlantic Coastal Acquisition Corp. II • January 19th, 2024 • Blank checks
In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and Abpro Corporation, LESSEE, at 65 Cummings Park and 395 West Cummings Park, Woburn, Massachusetts (“premises” or “leased premises”), fully executed on July 2, 2014 and currently scheduled to terminate on August 30, 2017, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:
