Health Sciences Acquisitions Corp 2 Sample Contracts
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 AGREEMENTIndemnification Agreement • July 24th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 15th, 2024 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
13,913,044 Ordinary Shares Health Sciences Acquisitions Corporation 2 UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2020 • Health Sciences Acquisitions Corp 2 • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • 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”).
AGREEMENT AND PLAN OF MERGER, dated July 4, 2022 by and amongMerger Agreement • July 5th, 2022 • Health Sciences Acquisitions Corp 2 • Blank checks • Delaware
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”).
ORCHESTRA BIOMED HOLDINGS, INC. SALES AGREEMENTSales Agreement • August 12th, 2024 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through TD Securities (USA) LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $100,000,000 on the terms set forth in this agreement (this “Agreement”).
ContractWarrant Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • 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.
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 WARRANTWarrant Agreement • 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:Underwriting 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).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 31st, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 31, 2025, by and between Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Issuer”) and Covidien Group S.à.r.l., a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg (the “Investor”).
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
REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT BY AND BETWEEN LIGAND PHARMACEUTICALS, INC. AND ORCHESTRA BIOMED HOLDINGS, INC. DATED AS OF JULY 31, 2025Revenue Participation Right Purchase and Sale Agreement • July 31st, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT, dated as of July 31, 2025 (this “Agreement”), is made and entered into by and between Ligand Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”), Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Seller”) and, solely with respect to Article 10, Orchestra Biomed, Inc., BackBeat Medical, LLC and Caliber Therapeutics, LLC (together with Seller, each a “Pledgor” and collectively, the “Pledgors”).
LOAN AGREEMENTLoan Agreement • July 31st, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AGREEMENT (this “Agreement”) dated as of July 31, 2025, is by and among ORCHESTRA BIOMED HOLDINGS, INC., a Delaware corporation (“Parent”), ORCHESTRA BIOMED, INC., a Delaware corporation (“Orchestra”), Caliber Therapeutics, LLC, a Delaware limited liability company (“Caliber”), and BACKBEAT MEDICAL, LLC, a Delaware limited liability company (“Backbeat,” and collectively with Parent, Orchestra, and Caliber, the “Borrower” or, as the context may require, the “Borrowers”), and MEDTRONIC, INC., a Minnesota corporation (the “Lender”).
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”).
TERMINATION AND RIGHT OF FIRST REFUSAL AGREEMENTTermination and Right of First Refusal Agreement • October 28th, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This TERMINATION AND RIGHT OF FIRST REFUSAL AGREEMENT (“Agreement”) is entered into as of October 24, 2025 (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.”
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 10014Office Space and Administrative Services Agreement • July 24th, 2020 • Health Sciences Acquisitions Corp 2 • 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”).
COMMON STOCK PURCHASE WARRANT ORCHESTRA BIOMED HOLDINGS, INC.Common Stock Purchase Warrant • July 31st, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Ligand Pharmaceuticals Incorporated or its permitted assigns (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 the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [●], 2035 (the “Termination Date”)1 but not thereafter, to subscribe for and purchase from Orchestra Biomed Holdings, Inc., a Delaware corporation (the “Company”), up to 2,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”); provided that this Warrant may only be exercised with respect to Warrant Shares that have Vested (as defined in Section 2(d) below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) below. Pursuant to the Registrat
Terumo Medical Corporation Somerset, NJ 08873 Attention: James Rushworth, CEO Re: Distribution Agreement Ladies and Gentlemen,Distribution Agreement • March 31st, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus
Reference is made to that certain Distribution Agreement (the “Distribution Agreement”), dated as of June 13, 2019 (as amended), by and between ORCHESTRA BIOMED, INC., a corporation having its principal office at 150 Union Square Drive, New Hope, PA 18938, United States (“Orchestra”) 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”). Orchestra and Terumo may be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Letter Agreement have the meanings ascribed to them in the Distribution Agreement.
LEASELease Agreement • March 31st, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus
This Lease Agreement is made and entered into as of this 9th day of September 2024 (the “Effective Date”), by and between Victoriana Building, LLC., a Limited Liability company ("LANDLORD") with an address of 1301 East Broward Blvd., Suite 330, Fort Lauderdale, Florida 33301 and Orchestra BioMed, Inc. ("TENANT"), with an address at 150 Union Square Drive, New Hope, Pennsylvania 18938 until the Commencement Date (as hereinafter defined), and at the Premises (as hereinafter defined) thereafter, for certain premises located in the southeast area of the third floor of the building located at 1301 East Broward Boulevard, Fort Lauderdale, Florida 33301, commonly known as the Victoriana Building (the “Building”), comprising approximately six thousand four hundred ninety six (6,496) rentable square feet and known as Suite 310 (the "Premises").
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • July 31st, 2025 • Orchestra BioMed Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”) is made this ___ day of July, 2025, by and between (“Holder”) and Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein, but not defined herein shall have the meanings set forth in the Warrant (as defined below).
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”).