REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2020, is made and entered into by and among ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (the “Company”), ARYA Sciences Holdings II, 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”).
ARYA Sciences Acquisition Corp II New York, New York 10003Letter Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • 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 II, a Cayman Islands exempted company (the “Company”), Jefferies LLC and Goldman Sachs & Co. 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 units (including 1,950,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Publi
13,000,000 Units ARYA Sciences Acquisition Corp II UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 9, 2020 by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT ARYA SCIENCES ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated June 9, 2020Warrant Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated June 9, 2020, is by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
ARYA SCIENCES ACQUISITION CORP IIARYA Sciences Acquisition Corp II • June 9th, 2020 • 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 II (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 II (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 ARYA Sciences Holdings II a sum of $10,000 per month commencing on the Effective Da
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 4, 2020, is entered into by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings II, a Cayman Islands exempted limited company(the “Purchaser”).
