INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February [●], 2021, by and between ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ARYA Sciences Acquisition Corp IV c/o Perceptive Advisors New York, NY 10003ARYA Sciences Acquisition Corp IV • February 19th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 4, 2020 by and between ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Subscriber” or “you”), and ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted limited company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,737,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 487,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 2nd, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 2, 2021, is made and entered into by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), ARYA Sciences Holdings IV, a Cayman Island exempted limited company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
February 25, 2021Letter Agreement • March 2nd, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 14,950,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 1,950,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional Ordinary Shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are define
FORM OF CONVERT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2024, is by and among Aja Holdco, Inc., a Delaware corporation with offices located at [ADDRESS] (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 2, 2021 by and between ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF CONVERT SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of February [____ __], 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, ARYA Sciences Acquisition Corp IV and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • February 19th, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February [●], 2021, is entered into by and between ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Purchaser”).
FORM OF CONVERT GUARANTYGuaranty • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
This GUARANTY, dated as of __, 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Allegro Management LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
FORM OF CONVERTIBLE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February [●], 2024 (the “Subscription Date”), is by and among Aja Holdco, Inc., a Delaware corporation with offices located at 51 Astor Place, 10th Floor, New York, New York 10003 (the “Company”), ARYA Sciences Acquisition Corp IV, a company organized under the laws of the Cayman Islands with offices located at 51 Astor Place, 10th Floor, New York, New York 10003 (the “SPAC”), Adagio Medical, Inc., a Delaware corporation with offices located at 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653 (the “Target” and together with the Company and the SPAC, the “BC Parties”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, the “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Aja Holdco, Inc., a Delaware corporation and prior to the Closing Date (as defined below), a wholly owned subsidiary of ARYA (“ListCo”), ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among ListCo, ARYA, Aja Merger Sub 1, a Cayman Islands exempted company and prior to the Closing Date, a wholly owned subsidiary of ListCo (“ARYA Merger Sub”), Aja Merger Sub 2, a Delaware corporation and prior to the Closing Date, a wholly owned subsidiary of ListCo (“Company Merger Sub”) and Adagio Medical, Inc., a Delaware corporation (the “Company”), pursuant to which, among other t
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 2nd, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 25, 2021, is entered into by and between ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • November 1st, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Caritas Therapeutics, Inc., a Delaware corporation (the “Corporation”), and [●] (“Indemnitee”).
13,000,000 Class A Ordinary Shares ARYA Sciences Acquisition Corp IV UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
Investor Rights AgreementInvestor Rights Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • Delaware
This Investor Rights Agreement (this “Agreement”), dated as of February 13, 2024, is among Aja Holdco, Inc., a Delaware corporation (“Company”), ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “SPAC”), ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Sponsor”), the Independent Directors (as defined herein), Perceptive Life Sciences Master Fund Ltd., a Cayman Islands exempted company (“Perceptive”), and the Adagio Shareholders (each a “Holder” and collectively with the Sponsor, the Independent Directors and Perceptive, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of February 13, 2024 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among the Company, the SPAC, Adagio Medical, Inc., a Delaware corporation (“Adagio”), Aja Merger Sub 1, Cayman Islands exem
BUSINESS COMBINATION AGREEMENT DATED SEPTEMBER 29, 2021 BY AND AMONG ARYA SCIENCES ACQUISITION CORP IV, AMICUS THERAPEUTICS, INC., AMICUS GT HOLDINGS, LLC AND CARITAS THERAPEUTICS, LLCLimited Liability Company Agreement • September 29th, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARITAS THERAPEUTICS, LLC, dated as of [•], 2021 (this “Agreement”), is entered into by and among Caritas Therapeutics, LLC, a Delaware limited liability company (the “Company”), Amber GT Holdings, a Delaware limited liability company (“Amber GT”), [Caritas Therapeutics, Inc.]1, a Delaware corporation (formerly known as ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company) (the “Corporation”) and, solely for purposes of Section 14.17 and the other sections of Article XIV and Article I (to the extent related to Section 14.17), Amicus Therapeutics, Inc., a Delaware corporation (“Amber GT Parent”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • September 29th, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of September 29, 2021, is made by and among ARYA Sciences Holdings IV, an exempted company incorporated in the Cayman Islands with limited liability (the “ARYA Sponsor”), ARYA Sciences Acquisition Corp IV, an exempted company incorporated in the Cayman Islands with limited liability (“ARYA”), Amicus GT Holdings, LLC, a Delaware limited liability company (“Amber GT”), each of Todd Wider, Leslie Trigg and Michael Henderson (collectively, the “Other Class B Shareholders”, and together with the ARYA Sponsor, collectively, the “Class B Shareholders”) and each of Joseph Edelman, Adam Stone, Michael Altman and Konstantin Poukalov (collectively, the “Other Insiders”, and together with the Class B Shareholders, collectively, the “Insiders”). ARYA, Amber GT and the Insiders 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
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks
This amendment (this “Amendment”) to the convertible promissory note (the “Promissory Note”), dated February 28, 2023, by and between ARYA Sciences Acquisition Corp IV., a Cayman Islands exempted company and blank check company (the “Maker”) and ARYA Sciences Holdings IV, a Cayman Islands exempted company (the “Payee”) is made as of February 13, 2024, by and between the Maker and the Payee.
ARYA SCIENCES ACQUISITION CORP IV 51 Astor Place, 10th Floor New York, New York 10003ARYA Sciences Acquisition Corp IV • March 2nd, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of ARYA Sciences Acquisition Corp IV (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), ARYA Sciences Holdings IV (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 51 Astor Place, 10th Floor, New York, New York 10003 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month commencing on the Effective Date and continu
FORM OF CONVERT GUARANTYConvert Guaranty • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
This GUARANTY, dated as of __, 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Allegro Management LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ARYA SCIENCES ACQUISITION CORP IV, AJA HOLDCO, INC., AJA MERGER SUB 1 AJA MERGER SUB 2, INC. AND ADAGIO MEDICAL, INC. DATED AS OF FEBRUARY 13, 2024Business Combination Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 13, 2024, is made by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), Aja Holdco, Inc., a Delaware corporation (“HoldCo”), Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Adagio Medical, Inc., a Delaware corporation (the “Company”), and Aja Merger Sub 2, Inc., a Delaware corporation (“Company Merger Sub”). ARYA, HoldCo, ARYA Merger Sub, the Company, and Company Merger Sub shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 13, 2024, is made by and among Aja HoldCo, Inc., a Delaware corporation (“HoldCo”), ARYA Sciences Holdings IV, an exempted company incorporated in the Cayman Islands with limited liability (the “ARYA Sponsor”), ARYA Sciences Acquisition Corp IV, an exempted company incorporated in the Cayman Islands with limited liability (“ARYA”), Adagio Medical, Inc., a Delaware corporation (the “Company”), each of Todd Wider, Leslie Trigg and Michael Henderson (collectively, the “Other Class B Shareholders”, and together with the ARYA Sponsor, collectively, the “Class B Shareholders”) and each of Joseph Edelman, Adam Stone, Michael Altman and Konstantin Poukalov (collectively, the “Other Insiders”, and together with the Class B Shareholders, collectively, the “Insiders”). HoldCo, ARYA, the Company and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise
ARYA SCIENCES ACQUISITION CORP IV 51 Astor Place, 10th Floor New York, New York 10003ARYA Sciences Acquisition Corp IV • February 19th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of ARYA Sciences Acquisition Corp IV (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), ARYA Sciences Holdings IV (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 51 Astor Place, 10th Floor, New York, New York 10003 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month commencing on the Effective Date and continu
FORM OF COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENTShareholder Transaction Support Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks
This COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), Adagio Medical, Inc., a Delaware corporation (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”). Each of ARYA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 13, 2024, by and between Adagio Medical, Inc., a Delaware corporation (the “Company”), Aja Holdco, Inc., a Delaware corporation (“New Adagio”), and Perceptive Life Sciences Master Fund, Ltd. (the “Investor”).
