SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2021 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made effective as of 12:01 a.m. on September 29, 2021 (the “SPA Effective Date”), by and among Amicus Therapeutics, Inc., a Delaware corporation with its principal place of business at 3675 Market Street, Philadelphia, PA 19104 (“Amicus”), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Investor Rights AgreementInvestor Rights Agreement • September 29th, 2021 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Investor Rights Agreement (this “Agreement”), dated as of September 29, 2021, is among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”) and the other parties hereto identified as a “Holder” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date hereof (the “Business Combination Agreement”), among the Company, Amicus Therapeutics, Inc., a Delaware corporation (“Parent”), Amicus GT Holdings, LLC, a Delaware limited liability company (“Amber GT”), and Caritas Therapeutics, LLC, a Delaware limited liability company (“Caritas”).
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 • Amicus Therapeutics, Inc. • Pharmaceutical preparations • 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 • Amicus Therapeutics, Inc. • Pharmaceutical preparations
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
LIMITED CONSENT AND AMENDMENT NO.1 TO LOAN AGREEMENTLoan Agreement • September 29th, 2021 • Amicus Therapeutics, Inc. • Pharmaceutical preparations
THIS LIMITED CONSENT AND AMENDMENT NO.1 TO LOAN AGREEMENT (this “Amendment”) is entered into as of [__], 2021 by and among AMICUS THERAPEUTICS, INC., a Delaware corporation (“Parent”), AMICUS THERAPEUTICS INTERNATIONAL HOLDING LTD, a private limited company incorporated under the laws of England and Wales with registered number 10147996 (the “Borrower”), the other Lenders signatory hereto (such Lenders constituting all of the Lenders), and Hayfin Services LLP, a limited liability partnership organized under the laws of England and Wales with registered number OC365614 (the “Agent”).
AMENDMENT TO EMPLOYMENT AND CONFIDENTIALITY AGREEMENTSEmployment and Confidentiality Agreements • September 29th, 2021 • Amicus Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT TO EMPLOYMENT AND CONFIDENTIALITY AGREEMENTS(this "Amendment") is made and entered into this 28th day of September 2021 (the "Amendment Effective Date") by and between Hung Do (the "Employee") and AMICUS THERAPEUTICS, INC. (the "Company").
