NEWAMSTERDAM PHARMA COMPANY N.V. ORDINARY SHARES SALES AGREEMENTSales Agreement • December 7th, 2023 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • New York
NewAmsterdam Pharma Company N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
NEWAMSTERDAM PHARMA COMPANY N.V. AS ISSUER, AND AS TRUSTEE, SUBORDINATED INDENTURE DATED AS OF [________________, _______] SUBORDINATED DEBT SECURITIESIndenture • December 7th, 2023 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of [_____________,______], between NewAmsterdam Pharma Company N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and [________________], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
NEWAMSTERDAM PHARMA COMPANY N.V. AS ISSUER, AND AS TRUSTEE, SENIOR INDENTURE DATED AS OF [________________, _______] SENIOR DEBT SECURITIESNewAmsterdam Pharma Co N.V. • December 7th, 2023 • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of [_____________,______], between NewAmsterdam Pharma Company N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and [________________], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
BUSINESS COMBINATION AGREEMENT BY AND AMONG NEWAMSTERDAM PHARMA COMPANY B.V., FRAZIER LIFESCIENCES ACQUISITION CORPORATION, NEWAMSTERDAM PHARMA INVESTMENT CORPORATION, AND NEWAMSTERDAM PHARMA HOLDING B.V. DATED AS OF JULY 25, 2022Business Combination Agreement • November 23rd, 2022 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 25, 2022, is made by and among NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company (“Merger Sub”), and NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”). FLAC, Holdco, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 or elsewhere in this Agreement.
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 20th, 2022 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of November 22, 2022, by and among Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), NewAmsterdam Pharma Company N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (“Holdco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
ROLLOVER OPTION PLAN NEWAMSTERDAM PHARMA COMPANY N.V.Rollover Option Plan • November 28th, 2022 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations
THE SYMBOL [***] DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH COMPANY IF PUBLICLY DISCLOSED. SHARE SALE AND PURCHASE AGREEMENT among SAGA INVESTMENTS COÖPERATIEF U.A. as the Seller and...Sale and Purchase Agreement • September 13th, 2022 • NewAmsterdam Pharma Co B.V. • Pharmaceutical preparations
NewAmsterdam Pharma Company N.V. 13,857,415 Ordinary Shares (Nominal Value €0.12 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2023 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • New York
THE SYMBOL [***] DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH COMPANY IF PUBLICLY DISCLOSED. PROFIT RIGHT AND WAIVER AGREEMENT among NEWAMSTERDAM PHARMA B.V. and DEZIMA PHARMA B.V. and...Profit Right and Waiver Agreement • September 13th, 2022 • NewAmsterdam Pharma Co B.V. • Pharmaceutical preparations • New York
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 20th, 2022 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of November 22, 2022, is made and entered into by and among NewAmsterdam Pharma Company N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (“Holdco”) and the parties listed as Investors on Schedule I hereto (collectively with the any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, the “Investors” and each, a “Investor”).
NewAmsterdam Pharma Holding B.V. Gooimeer 2-35 1411 DC Naarden The Netherlands Naarden, 20 July 2022 BY ELECTRONIC TRANSMISSION Saga Investments Coöperatief U.A. Mr. J.A. Bouman WITH COPY TO Andrew Turney Associate General Counsel, AmgenNewAmsterdam Pharma Co B.V. • September 13th, 2022 • Pharmaceutical preparations
Reference is made to the share sale and purchase agreement among Saga Investments Coöperatief U.A. (“Amgen” or “you”), NewAmsterdam Pharma Holding B.V. (formerly NewAmsterdam Pharma B.V.) (“NAP” or “us”) and Dezima Pharma B.V. (the “Company”) dated 9 April 2020 regarding the acquisition by NAP of all issued shares in the share capital of the Company (the “SPA”). Unless stated otherwise herein, capitalized terms used in this letter agreement shall have the same meaning as ascribed thereto in the SPA.
NewAmsterdam Pharma Holding B.V. Gooimeer 2-35 1411 DC Naarden The Netherlands Naarden, 20 July 2022 BY ELECTRONIC TRANSMISSION Mitsubishi Tanabe Pharma CorporationNewAmsterdam Pharma Co B.V. • September 13th, 2022 • Pharmaceutical preparations
Reference is made to the profit right and waiver agreement among Mitsubishi Tanabe Pharma Corporation (“MTPC” or “you”), NewAmsterdam Pharma Holding B.V. (formerly NewAmsterdam Pharma B.V.) (“NAP” or “us”) and Dezima Pharma B.V. (the “Company”) dated 9 April 2020 regarding the waiver by MTPC of certain then-existing rights in connection with the acquisition of all shares in the share capital of the Company by Saga Investments Coöperatief U.A. (the “Agreement”). Unless stated otherwise herein, capitalized terms used in this letter agreement shall have the same meaning as ascribed thereto in the Agreement.
ROLLOVER OPTION PLAN NEWAMSTERDAM PHARMA COMPANY N.V.NewAmsterdam Pharma Co B.V. • October 3rd, 2022 • Pharmaceutical preparations
AWARD AGREEMENTAward Agreement • February 28th, 2024 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations
NewAmsterdam Pharma Company N.V., a public company with limited liability, having its corporate seat in Naarden (address: Gooimeer 2-35, 1411 DC Naarden, trade register number: 86649051) (the “Company”); and
Execution copy EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations
NewAmsterdam Pharma B.V., a company with limited liability organ-ised under the laws of the Netherlands, having its corporate seat at Naarden, registered with the Chamber of Commerce under number 76133141, hereinafter referred to as the "Employer";
INDEMNIFICATION AGREEMENT between [name] as the Officer and NewAmsterdam Pharma Company N.V. as the CompanyIndemnification Agreement • October 3rd, 2022 • NewAmsterdam Pharma Co B.V. • Pharmaceutical preparations
The Companies Act (As Revised) of the Cayman Islands Plan of MergerNewAmsterdam Pharma Co N.V. • November 28th, 2022 • Pharmaceutical preparations
This plan of merger (the “Plan of Merger”) is made on 22 November 2022 between Frazier Lifesciences Acquisition Corporation (the “Surviving Company”) and NewAmsterdam Pharma Investment Corporation (the “Merging Company”).
