REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 3rd day of August, 2020, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 31st, 2023 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________, 2023 between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 7th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 3, 2020, by and between Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (the “Company”), and Naveen Yalamanchi (“Indemnitee”).
13,913,044 Ordinary Shares Health Sciences Acquisitions Corporation 2 UNDERWRITING AGREEMENTWarrant Agreement • August 7th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks • New York
12,500,000 Ordinary Shares Health Sciences Acquisitions Corporation 2 UNDERWRITING AGREEMENTHealth Sciences Acquisitions Corp 2 • July 28th, 2020 • Blank checks • New York
ContractHealth Sciences Acquisitions Corp 2 • October 24th, 2022 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENT Dated as of June 3, 2022 between ORCHESTRA BIOMED, INC., a Delaware corporation, as “Borrower”, andLoan and Security Agreement • September 23rd, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • New York
Borrower, Lenders and Agent have entered into this Loan and Security Agreement pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and the Supplement executed by Borrower, Lenders and Agent which incorporate this document by reference. The Supplement constitutes a supplement to and forms part of this document and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of August 3, 2020 by and between Health Sciences Acquisitions Corporation 2 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 5th, 2022 • Health Sciences Acquisitions Corp 2 • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of July 4, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Merger Closing, “Parent”), Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and Covidien Group S.à.r.l. (the “Purchasing Party”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of the date of this Agreement, by and among Parent, the Company and HSAC Olympus Merger Sub, Inc. (the “Merger Agreement”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • November 28th, 2023 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of November 21, 2023, is made and entered into by and among, (i) Orchestra BioMed Holdings, Inc., a Delaware corporation (f/k/a Health Sciences Acquisitions Corporation 2) (the “Company”), (ii) the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (iii) certain stockholders of Orchestra BioMed, Inc. designated as Legacy Orchestra Equityholders on Schedule B hereto (the “Legacy Orchestra Equityholders” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Orchestra BioMed, Inc. Employment AgreementEmployment Agreement • September 23rd, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 31, 2018 (the “Effective Date”), by and between Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and David Hochman (“Executive”).
SPECIAL ADVISORY COMMON STOCK WARRANTNotice of Exercise • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
This Warrant, issued to [Aegis Capital Corp.][Perceptive Advisors LLC] or its registered assigns (the “Holder”), by ORCHESTRA BIOMED, INC., a Delaware corporation (the “Company”), is dated as of [_________], 2018 (the “Warrant Issue Date”).
Health Sciences Acquisitions Corporation 2 40 10th Avenue, Floor 7 New York, NY 10014 Chardan Capital Markets, LLC 17 State Street New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 7th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (the “Company”) and Chardan Capital Markets, LLC (the “Representative”), relating to an underwritten initial public offering (the “IPO”) of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
SUPPORT AGREEMENTSupport Agreement • July 5th, 2022 • Health Sciences Acquisitions Corp 2 • Blank checks
This SUPPORT AGREEMENT (this “Agreement”), dated as of July 4, 2022, is made by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) (“Parent”), Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and the undersigned holder of Company Capital Stock (“Holder”). Parent, the Company and Holder shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTExclusive License and Collaboration Agreement • November 22nd, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • New York
This EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT (“Agreement”) is entered into as of June 30, 2022 (the “Effective Date”) by and between Orchestra Biomed, Inc., a Delaware corporation with a principal place of business at 150 Union Square Drive New Hope, PA 18938 (“Orchestra Biomed”), BackBeat Medical, LLC, a Delaware limited liability company and wholly-owned subsidiary of Orchestra Biomed with a principal place of business at 150 Union Square Drive New Hope, PA 18938 (“BackBeat”, together with Orchestra Biomed, “Orchestra”), and Medtronic, Inc., a Minnesota corporation with a principal place of business at 710 Medtronic Parkway, Minneapolis, Minnesota 55432 (“Medtronic”). Orchestra and Medtronic are referred to each as a “Party” or collectively as the “Parties”.
Orchestra BioMed Holdings, Inc. Amended and Restated Employment AgreementEmployment Agreement • January 31st, 2023 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 26, 2023 (the “Amendment Date”), by and between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”) and the parent company of Orchestra BioMed, Inc., and Darren R. Sherman (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement (the “Prior Agreement”) entered into by and between Orchestra BioMed, Inc. and Executive, dated May 31, 2018 (the “Original Effective Date”).
AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • November 22nd, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus
This AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) (“Parent”), Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and the undersigned holders of ordinary shares of Parent, par value $0.0001 per share (such shares, “Parent Ordinary Shares” and the holders thereof, collectively, the “Parent Shareholders”). Parent, the Company and the Parent Shareholders shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SHARE ESCROW AGREEMENTShare Escrow Agreement • August 7th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks • New York
This SHARE ESCROW AGREEMENT, dated as of August 3, 2020 (“Agreement”), by and among HEALTH SCIENCES ACQUISITIONS CORPORATION 2, a Cayman Islands exempted company (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • New York
BACKSTOP AGREEMENTBackstop Agreement • July 5th, 2022 • Health Sciences Acquisitions Corp 2 • Blank checks • Delaware
This Backstop Agreement (this “Agreement”) is entered into as of July 4, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Merger Closing, “Parent”), Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and the purchasing parties signatory hereto (the “Purchasing Parties”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of the date of this Agreement, by and among Parent, the Company and HSAC Olympus Merger Sub, Inc. (the “Merger Agreement”).
EARNOUT ELECTION AGREEMENTEarnout Election Agreement • July 5th, 2022 • Health Sciences Acquisitions Corp 2 • Blank checks • Delaware
THIS EARNOUT ELECTION AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among, (i) Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (which shall deregister in the Cayman Islands and domesticate as a Delaware corporation prior to the Closing, “Parent”) (“Parent”), (ii) Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and (iii) the Company Securityholder set forth on the signature page hereto (“Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
HEALTH SCIENCES ACQUISITIONS CORPORATION 2 40 10th Avenue, Floor 7 New York, NY 10014Health Sciences Acquisitions Corp 2 • July 24th, 2020 • Blank checks
Stock Purchase AgreementStock Purchase Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered on December 20, 2019 by and among, Orchestra BioMed, Inc., a Delaware corporation (“Purchaser”), Orchestra Medical Ventures, LLC (“Seller”) and Accelerated Technologies, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO BACKSTOP AGREEMENTBackstop Agreement • October 21st, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
This Amendment to Backstop Agreement (this “Amendment”) is entered into as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (“Parent”), Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and the purchasing parties signatory hereto (the “Purchasing Parties”).
HEALTH SCIENCES ACQUISITIONS CORPORATION 2 40 10th Avenue, Floor 7 New York, NY 10014 August 3, 2020Health Sciences Acquisitions Corp 2 • August 7th, 2020 • Blank checks
ORCHESTRA BIOMED, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of May 31, 2018, by and among Orchestra BioMed, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional Investors that become a party to this Agreement in accordance with Subsection 5.9 hereof.
ContractHealth Sciences Acquisitions Corp 2 • November 22nd, 2022 • Surgical & medical instruments & apparatus
*** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. ***
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Florida
This AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made and entered into as of the 1st day of May, 2022 (the “Effective Date”), by and between MOTUS GI HOLDINGS, INC., a Delaware corporation (“Licensor”) having an address at 1301 East Broward Boulevard, Suite 310, Fort Lauderdale, Florida 33301 and ORCHESTRA BIOMED, INC., a Delaware corporation (“Licensee”) having an address at 150 Union Square Drive, New Hope, Pennsylvania 18938.
CONSULTING AGREEMENTConsulting Agreement • June 8th, 2023 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Consulting Agreement (“Agreement”) is entered into on June 5, 2023 and effective as of June 5, 2023 (“Effective Date”) and is between Orchestra BioMed, Inc. (the “Company”) and Michael Kaswan (“Consultant”). The Company and Consultant may be referred to individually as a (“Party”) and collectively as the (“Parties”).
LICENSE AGREEMENTLicense Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus
THIS LICENSE AGREEMENT (this “License”), effective as of January __,2020 (the “Effective Date”), by and between MOTUS GI HOLDINGS, INC., a Delaware corporation (“Licensor”) having an address at 150 Union Square Drive, New Hope, Pennsylvania 18938, and ORCHESTRA BIOMED, INC., a Delaware corporation (“Licensee”) having an address at 150 Union Square Drive, New Hope, Pennsylvania 18938.
DISTRIBUTION AGREEMENTDistribution Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • New York
This Distribution Agreement (“Agreement”) is entered into as of June 13, 2019 (the “Effective Date”) by and between Orchestra Biomed, Inc., a corporation having its principal office at 150 Union Square Drive, New Hope, PA 18938, United States (“OBIO”) and Terumo Corporation, having its registered place of business at 2-44-1 Hatagaya, Shibuya-ku Tokyo, 151-0072 Japan (“TC”) and Terumo Medical Corporation, a corporation having its principal office at 265 Davidson Avenue, Somerset, NJ 08873 (“TMC” and together with TC, “Terumo”). OBIO and Terumo may be referred to individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 21st, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
This Amendment to Forward Purchase Agreement (this “Amendment”) is entered into as of October 21, 2022, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (“Parent”), Orchestra BioMed, Inc., a Delaware corporation (the “Company”), and the purchasing parties signatory hereto (the “Purchasing Parties”).
AGREEMENT AND PLAN OF MERGER, dated July 4, 2022 by and amongSupport Agreement • July 5th, 2022 • Health Sciences Acquisitions Corp 2 • Blank checks • Delaware
ORCHESTRA BIOMED, INC.Health Sciences Acquisitions Corp 2 • September 23rd, 2022 • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated [__________] Warrant (this “Warrant”), issued to [______________________] or its registered assigns (the “Holder”), by ORCHESTRA BIOMED, INC., a Delaware corporation (the “Company”), is dated as of [__________], 2022 (the “Warrant Issue Date”).
