BIOATLA, INC. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • New York
BioAtla, Inc., 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 [●] shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] 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”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 2020, between BioAtla, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
11085 TORREYANA ROAD LEASELease • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California
This Lease (this “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP TORREYANA, LLC, a Delaware limited liability company (“Landlord”), and BIOATLA, LLC, a Delaware limited liability company (“Tenant”).
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 13th day of July, 2020, by and among BioAtla, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the direct and indirect beneficial owners of the Company’s Common Stock listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
RESTRICTED STOCK UNIT AGREEMENT UNDER THE BIOATLA, INC.Restricted Stock Unit Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between BioAtla, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”) and is made as of [ ], 2020 (the “Grant Date”).
BioAtla, LLCSeverance Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances)
BioAtla, LLC (the “Company”), is pleased to provide the following Severance Agreement (the “Agreement”) to you. This Agreement will be effective only if you sign and return this Agreement within ten (10) business days.
BioAtla, LLCSeverance Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • California
BioAtla, LLC (the “Company”), is pleased to provide the following Severance Agreement (the “Agreement”) to you. This Agreement will be effective only if you sign and return this Agreement within ten (10) business days.
VOTING AGREEMENTVoting Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of July, 2020, by and among BioAtla, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series D Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock”) (also referred to herein as the “Preferred Stock”), listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 6.1(a) or 6.2 below, the “Investors”) and Himalaya Parent LLC, a Delaware limited liability company (“Himalaya”) and those certain indirect beneficial owners of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”) listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 6.1(b) or 6.2 below, the “Key Holders”, and together collectively with the Investors, the “Stockholders”).
Short Employment Letter AgreementEmployment Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances)
This letter agreement (“Agreement”) memorializes a verbal agreement discussed as noted between the members of BioAtla LLC (“BioAtla”), a Delaware company, and Dr. Jay M. Short (“Dr. Short”), it’s Chairman and Chief Executive Officer.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • December 8th, 2020 • BioAtla, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 13th day of July, 2020 by and among BioAtla, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
