FORM OF CONVERT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2024, is by and among Aja Holdco, Inc., a Delaware corporation with offices located at [ADDRESS] (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
FORM OF CONVERTIBLE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February [●], 2024 (the “Subscription Date”), is by and among Aja Holdco, Inc., a Delaware corporation with offices located at 51 Astor Place, 10th Floor, New York, New York 10003 (the “Company”), ARYA Sciences Acquisition Corp IV, a company organized under the laws of the Cayman Islands with offices located at 51 Astor Place, 10th Floor, New York, New York 10003 (the “SPAC”), Adagio Medical, Inc., a Delaware corporation with offices located at 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653 (the “Target” and together with the Company and the SPAC, the “BC Parties”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, the “Buyers”).
FORM OF CONVERT SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of February [____ __], 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, ARYA Sciences Acquisition Corp IV and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
FORM OF CONVERT GUARANTYGuaranty • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • New York
This GUARANTY, dated as of __, 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Allegro Management LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
Form of Non-Redemption Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2024 • ARYA Sciences Acquisition Corp IV • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Aja Holdco, Inc., a Delaware corporation and prior to the Closing Date (as defined below), a wholly owned subsidiary of ARYA (“ListCo”), ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among ListCo, ARYA, Aja Merger Sub 1, a Cayman Islands exempted company and prior to the Closing Date, a wholly owned subsidiary of ListCo (“ARYA Merger Sub”), Aja Merger Sub 2, a Delaware corporation and prior to the Closing Date, a wholly owned subsidiary of ListCo (“Company Merger Sub”) and Adagio Medical, Inc., a Delaware corporation (the “Company”), pursuant to which, among other t
