AMESITE INC. (F/K/A AMESITE OPERATING COMPANY) UNDERWRITING AGREEMENT __________ Shares of Common StockUnderwriting Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • New York
Amesite Inc. (f/k/a Amesite Operating Company), a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Laidlaw & Company (UK) Ltd. is acting as the representative (the “Representative”), an aggregate of _______ authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters up to _____ additional shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”). The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
ContractAmesite Operating Co • September 4th, 2020 • Services-prepackaged software • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ___, 2019, among 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”), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”). 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, 2018Agreement and Plan of Merger and Reorganization • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • 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.”
EXECUTIVE AGREEMENTExecutive Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • Delaware
This Executive Agreement (the “Agreement”) is made and entered into effective as of June 1, 2020 (the “Effective Date”), by and between Ann Marie Sastry (the “Executive”) and Amesite, Inc., a Delaware corporation (the “Company”).
AMESITE INC. CONSULTING AGREEMENTConsulting Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 14, 2020, by and among Amesite Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (each, a “Purchaser” and collectively, the “Purchasers”), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”).
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • 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”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • New York
This Note Purchase Agreement (this “Agreement”) is dated as of ____________________, 2020 by and between Amesite Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • Michigan
This Executive Employment Agreement (the “Agreement”), dated April 27, 2018, is between Amesite Inc. (the “Company”) and Ann Marie Sastry PhD. (“Executive”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2020 by and Amesite Inc., a Delaware corporation (“Company”), and the persons who purchased the Offering Shares and were signatories to that certain Registration Rights Agreement, dated April 27, 2018 (the “2018 Registration Rights Agreement”), (each a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 to the 2018 Registration Rights Agreement holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities on Schedule 2 to the 2018 Registration Rights Agreement holding Merger Shares (the “Merger Share Holders”) and the persons or entities on Schedule 3 to the 2018 Registration Rights Agreement holding Registerable Pre-Merger Shares (the “Pre-Merger Holders”).
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAmesite Operating Co • September 4th, 2020 • Services-prepackaged software • 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:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of July 14, 2020, by and between Amesite Inc., a Delaware corporation (“Parent”), and Amesite Operating Company, a Delaware corporation and wholly-owned subsidiary of Parent (“Subsidiary”).
Amesite Operating Company Lock-Up Letter Agreement June [__], 2020Letter Agreement • September 4th, 2020 • Amesite Operating Co • Services-prepackaged software • New York
The undersigned, a securityholder of Amesite Operating Company, a Delaware corporation (the “Company”), understands that Laidlaw & Company (UK) Ltd. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a securityholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned) agrees with the Representative that, during a period commencing on the date hereof and ending on the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without th
