ARYA Sciences Acquisition Corp. c/o Perceptive Advisors New York, NY 10003Securities Subscription Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on July 5, 2018 by and between ARYA Sciences Holdings, a Cayman Islands exempted company (the “Subscriber” or “you”), and ARYA Sciences Acquisition Corp., a Cayman Islands exempted 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 forfeiture 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:
INDEMNITY AGREEMENTIndemnity Agreement • September 25th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2018, by and between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 4, 2018, is entered into by and among ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2018, is entered into by and among ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2018 by and between ARYA Sciences Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
12,500,000 Units ARYA Sciences Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
Introductory. ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 12,500,000 units of the Company (the “Units”). The 12,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,875,000 Units as provided in Section 2. The additional 1,875,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospe
WARRANT AGREEMENTWarrant Agreement • October 16th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (the “Agreement”), dated as of October 10, 2018, is between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 16th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of October 10, 2018 by and between ARYA Sciences Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 16th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 10, 2018, by ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”) and ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Sponsor”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder” and collectively the “Holders”).
ARYA Sciences Acquisition Corp.Underwriting Agreement • October 16th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Jefferies LLC as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
ARYA Sciences Acquisition Corp.Underwriting Agreement • October 16th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Jefferies LLC as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
ARYA SCIENCES ACQUISITION CORP. c/o Perceptive AdvisorsOffice Space and Administrative Services Agreement • October 16th, 2018 • Arya Sciences Acquisition Corp. • 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. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (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 shall 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, NY 10003 (or any successor location). In exchange therefore, the Company shall pay ARYA Sciences Holdings a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termin
ARYA SCIENCES ACQUISITION CORP. c/o Perceptive AdvisorsOffice Space and Administrative Services Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • 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. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (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 shall 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, NY 10003 (or any successor location). In exchange therefore, the Company shall pay ARYA Sciences Holdings a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termin
BUSINESS COMBINATION AGREEMENT BY AND AMONG IMMATICS B.V., IMMATICS BIOTECHNOLOGIES GMBH, ARYA SCIENCES ACQUISITION CORP., IMMATICS MERGER SUB 1, AND IMMATICS MERGER SUB 2 DATED AS OF March 17, 2020Business Combination Agreement • March 17th, 2020 • Arya Sciences Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 17, 2020, is made by and among Immatics B.V., a Netherlands private limited liability company (“TopCo”), Immatics Biotechnologies GmbH, a German limited liability company (the “Company”), ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (“ARYA”), Immatics Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”) and Immatics Merger Sub 2, a Cayman Islands exempted company (“IB Merger Sub”), TopCo, the Company, ARYA and the Merger Subs, shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 17th, 2020 • Arya Sciences Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 17, 2020, is made by and among ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Sponsor”), the other holders of ARYA Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Class B Holders”), ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (“ARYA”), and Immatics B.V., a Netherlands private limited liability company (“TopCo”). Sponsor, the Other Class B Holders, ARYA and TopCo 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 to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 19th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (the “Agreement” or “Warrant Agreement”), dated as of November 19, 2018, is between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
