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- 1.1 Form of Underwriting Agreement
- 2.1 Agreement and Plan of Merger and Reorganization, Dated April 26, 2018, by and Among Lola One Acquisition Corporation, Acquisition Sub, a Delaware Corporation and Wholly-owned Subsidiary of Amesite Parent, and Amesite Operating Company
- 2.2 Form of Agreement and Plan of Merger and Reorganization, Dated July 14, 2020, by and Between Amesite Operating Company, a Delaware Corporation, and Amesite Inc., a Delaware Corporation
- 3.1 Certificate of Merger Relating to the Merger of Lola One Acquisition Corporation with and into Amesite Operating Company, Filed with the Secretary of State of the State of Delaware on April 26, 2018, Effective on April 27, 2018
- 3.2 Form of Certificate of Merger Relating to the Merger of Amesite Inc. with and into Amesite Operating Company, to Be Filed with the Secretary of State of the State of Delaware
- 3.3 Amended and Restated Certificate of Incorporation, As Currently In Effect
- 3.4 Amended and Restated Certificate of Incorporation of Amesite Parent, As Currently In Effect
- 3.5 Second Amended and Restated Certificate of Incorporation, to Be In Effect after the Completion of the Reorganization
- 3.6 Bylaws, As Currently In Effect
- 3.7 Amended and Restated Bylaws, to Be In Effect after the Completion of the Reorganization
- 4.1 Specimen Stock Certificate Evidencing the Shares of Common Stock
- 4.2 Form of Underwriter's Warrant
- 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP
- 10.1 Form of Subscription Agreement
- 10.2 Form of Registration Rights Agreement
- 10.3 Form of Amended and Restated Registration Rights Agreement, Dated February 14, 2020
- 10.4 Form of Amended and Restated Registration Rights Agreement, Dated April 14, 2020
- 10.5 Form of Purchase Agreement
- 10.6 Form of Unsecured Convertible Promissory Note
- 10.7 2017 Equity Incentive Plan and Forms of Award Agreements Thereunder, Assumed In the Reorganization
- 10.8 2018 Equity Incentive Plan and Forms of Award Agreements Thereunder, Assumed In the Reorganization
- 10.9 Employment Agreement Dated As of November 14, 2017 by and Between Amesite Operating Company and Ann Marie Sastry, PH.D
- 10.10 Lease Agreement Dated As of November 13, 2017 by and Between Amesite Operating Company and 205-207 East Washington, LLC
- 10.11 Employment Agreement Dated As of April 27, 2018 by and Between the Company and Ann Marie Sastry
- 10.12 Executive Agreement, Effective As of June 1, 2020, by and Between the Company and Ann Marie Sastry
- 10.13 Form of Lock-up Agreement
- 10.14 Consulting Agreement by Between the Company and Richard Dibartolomeo
- 10.15 Employment Offer Letter, Dated July 14, 2020, by and Between the Company and Richard Dibartolomeo
- 25 Sep 20 424B4 Prospectus supplement with pricing info
- 25 Sep 20 EFFECT Notice of effectiveness
- 14 Sep 20 S-1/A IPO registration (amended)
- 10 Sep 20 FWP Free writing prospectus
- 9 Sep 20 S-1/A IPO registration (amended)
- 4 Sep 20 FWP Free writing prospectus
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4 Sep 20 S-1/A IPO registration (amended)
- 17 Aug 20 S-1 IPO registration
Exhibit 3.3
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AMESITE OPERATING COMPANY
ARTICLE I
The name of this corporation is Amesite Operating Company (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 850 New Burton Road, Suite 201, Dover, Delaware 19904, in the County of Kent. The name of its registered agent at such address is Cogency Global Inc.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE IV
The aggregate number of shares that this Corporation shall have authority to issue is 1,000 shares of capital stock, all of which shall be designated “Common Stock”, each having a par value of $0.0001.
ARTICLE V
A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors that shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.
B. The Bylaws may be altered or amended, or new Bylaws may be adopted, by the stockholders entitled to vote. The Board of Directors shall have the power to adopt, amend or repeal the Bylaws.
ARTICLE VI
The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.
ARTICLE VII
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.