0001193125-24-250197 Sample Contracts

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity 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

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REGISTRATION RIGHTS AGREEMENT
Registration 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.”

ABPRO HOLDINGS, INC. CONVERTIBLE PROMISSORY NOTE
Convertible Note • November 4th, 2024 • Atlantic Coastal Acquisition Corp. II • 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.

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