INDEMNITY AGREEMENTIndemnity Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August [●], 2020, by and between ARYA Sciences Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ARYA Sciences Acquisition Corp III c/o Perceptive Advisors New York, NY 10003ARYA Sciences Acquisition Corp III • July 30th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on April 2, 2020 by and between ARYA Sciences Holdings III, a Cayman Islands exempted limited company (the “Subscriber” or “you”), and ARYA Sciences Acquisition Corp III, 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 3,593,750 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 468,750 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 • July 30th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August [●], 2020, is made and entered into by and among ARYA Sciences Acquisition Corp III, a Cayman Islands exempted company (the “Company”), ARYA Sciences Holdings III, 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 III 51 Astor Place, 10th Floor New York, New York 10003Letter Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp III • 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 III, 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 14,375,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 1,875,000 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 defin
ContractInvestment Management Trust Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp III • 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 August [●], 2020, is entered into by and between ARYA Sciences Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings III, a Cayman Islands exempted limited company (the “Purchaser”).
12,500,000 Class A Ordinary Shares ARYA Sciences Acquisition Corp III UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York
ARYA SCIENCES ACQUISITION CORP III 51 Astor Place, 10th Floor New York, New York 10003ARYA Sciences Acquisition Corp III • July 30th, 2020 • 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 III (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 III (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 conti
