FORM OF Registration Rights AgreementRegistration Rights Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ___, 2018, among Lola One Acquisition Corporation (to be renamed Amesite Inc.), a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares 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 Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among LOLA ONE ACQUISITION CORPORATION, a Delaware corporation, LOLA ONE ACQUISITION SUB, INC., a Delaware corporation, and AMESITE INC., a Delaware corporation April 26, 2018Merger Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of April 26, 2018, by and among LOLA ONE ACQUISITION CORPORATION, a Delaware corporation (the “Parent”), LOLA ONE ACQUISITION SUB, INC., a Delaware corporation and the wholly-owned subsidiary of Parent (the “Acquisition Subsidiary”), and AMESITE INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
AMESITE INC. CONSULTING AGREEMENTConsulting Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Michigan
This Consulting Agreement (“Agreement”) is entered into as of the date set forth on the signature page hereto by and between Amesite Inc. (the “Company”) and the individual or entity named in the signature page hereto (“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 the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Lola One Acquisition Corporation (to be renamed “Amesite Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”).
INDEMNITY AGREEMENTIndemnity Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of April ___, 2018, is entered into by and among Lola One Acquisition Corporation, a Delaware corporation (the “Parent”), Amesite Inc., a Delaware corporation (“Amesite” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Michigan
THIS COMMERCIAL LEASE AGREEMENT (the “Lease”) is made and entered into this Nov 13, 2017(the “Effective Date”), between 205-207 East Washington, LLC, a Michigan limited liability company, whose address is 120 West Washington Street Unit G, Ann Arbor, MI 48104(“Landlord”), and Ann Marie Sastry whose address 205 East Washington Street Unit B, Ann Arbor, MI 48104 , Attn: (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Michigan
This Executive Employment Agreement (the “Agreement”), dated April 27, 2018, is between Amesite Inc. (the “Company”) and Ann Marie Sastry PhD. (“Executive”).
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAt-Will Employment Agreement • May 2nd, 2018 • Amesite Inc. • Blank checks • Michigan
As a condition of my employment with Amesite Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
COMMON STOCK PURCHASE WARRANT LOLA ONE ACQUISITION CORPORATION (To be RENAMED as amesite inc.)Common Stock Purchase Warrant • May 2nd, 2018 • Amesite Inc. • Blank checks • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, PLACEMENT AGENT (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [__], 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Lola One Acquisition Corporation, a Delaware corporation (to be renamed “Amesite Inc.,” the “Company”), up to [___] shares (subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”).
