COMPASS THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Compass Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
Compass THERAPEutics, inc. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Compass Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Olivia Ventures, Inc. (to be renamed “Compass Therapeutics, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”) by the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of June 19, 2020, among Compass Therapeutics, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) 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 Merger Shares (as defined below), and the persons or entities identified on Schedule 2 hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
INDEMNITY AGREEMENTIndemnification Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of June ___, 2020, is entered into by and among Olivia Ventures, Inc., a Delaware corporation (the “Parent”), Compass Therapeutics LLC, a Delaware limited liability company (“Compass” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”)
COMPASS THERAPEUTICS LLC COMPASS THERAPEUTICS ADVISORS, INC. PACIFIC WESTERN BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • North Carolina
That certain lease line agreement between Compass Therapeutics LLC and Boston Financial and Equity Corporation dated July 19, 2017
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 26, 2018, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and COMPASS THERAPEUTICS LLC and COMPASS THERAPEUTICS ADVISORS, INC. (each a “Borrower” and collectively, “Borrowers”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks
This Third Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of October 29, 2019, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and COMPASS THERAPEUTICS LLC and COMPASS THERAPEUTICS ADVISORS, INC. (each a “Borrower” and collectively, “Borrowers”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Collaboration Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • New York
This Amended and Restated Collaboration Agreement (the “Agreement”), dated February 11, 2015, amends and restates the Collaboration Agreement (the “Original Agreement”) made as of October 16, 2014 (the “Effective Date”) and amended as of December 9, 2014, by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”) and Kairos Biologics Foundation LLC, a Delaware limited liability company having an address at 44 South Main Street, Hanover, NH 03755 (“Kairos”).
JAMESTOWN PREMIER 245 FIRST, LLC c/o Jamestown 675 Ponce de Leon Avenue, 7th Floor Atlanta, GA 30308Consent to Sublease • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Massachusetts
THIS INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord and Tenant,
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 8, 2019, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and COMPASS THERAPEUTICS LLC and COMPASS THERAPEUTICS ADVISORS, INC. (each a “Borrower” and collectively, “Borrowers”).
CLPF-CAMBRIDGE SCIENCE CENTER, LLC c/o Clarion Partners 101 Arch Street, 17th Floor Boston, MA 02110Consent to Sublease Modification Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks
Further reference is made to that certain Sublease Agreement dated as of July 27, 2016 (the “Sublease”) between Tenant, as Sublandlord, and Compass Therapeutics LLC (“Subtenant”), as Subtenant, pursuant to which Subtenant is subleasing from Tenant the entire Premises (defined in the Sublease as the “Sublease Premises”). In connection with the Sublease, Landlord’s predecessor entered into a Consent to Sublease (the “Consent”) dated July 29, 2016, with Tenant and Subtenant.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 23rd, 2020 • Compass Therapeutics, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 17, 2020, by and among OLIVIA VENTURES, INC., a Delaware corporation (the “Parent”), COMPASS ACQUISITION LLC, a Delaware limited liability company (the “Acquisition Subsidiary”), COMPASS THERAPEUTICS LLC, a Delaware limited liability company (the “Company”), BBV International Compass Inc., Biomatics – Compass, Inc., CHI II Blocker LLC and OrbiMed Private Investments V – KA (Blocker), Inc. (the “Blockers”), and Eight Roads Investments (a Bermuda company), Biomatics Capital Partners, L.P., and Cowen Healthcare Investments II LP, CHI EF II LP, and OrbiMed Private Investments V – KA (Feeder), LP (the “Blocker Holders”). The Parent, the Acquisition Subsidiary, the Company the Blockers and the Blocker Holders are each a “Party” and referred to collectively herein as the “Parties.”
