0001193125-21-189441 Sample Contracts

Ambrx Biopharma Inc. American Depositary Shares Underwriting Agreement
Underwriting Agreement • June 14th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • New York

Ambrx Biopharma Inc., an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of [•] American Depositary Shares representing [•] ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (the “Firm ADSs”) and, at the election of the Underwriters, up to [•] additional American Depositary Shares representing [•] Ordinary Shares (the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “ADSs”).

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • June 14th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • Hong Kong

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 14th, 2021 • Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California

This Executive Employment Agreement (“Agreement”) is made effective as of June 4, 2021 (“Effective Date”), by and between Ambrx, Inc., a Delaware corporation (the “Company”), and SONJA NELSON, CPA (“Executive”).

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