0001104659-25-099535 Sample Contracts
FORM OF TRANCHE [A] [B] [C] WARRANT TO PURCHASE SHARES OF COMMON STOCK OR PRE- FUNDED WARRANTSWarrant Agreement • October 15th, 2025 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated [●], by and among the Company and the Investors identified therein (the “Purchase Agreement”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2025 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2025, is entered into by and among Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2025 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 14, 2025, by and among Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).