INDEMNITY AGREEMENTIndemnification Agreement • May 29th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ARYA Sciences Acquisition Corp IISecurities Subscription Agreement • May 29th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 2, 2020 by and between ARYA Sciences Holdings II, a Cayman Islands exempted limited company (the “Subscriber” or “you”), and ARYA Sciences Acquisition Corp II, 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 • 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”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 8th, 2022 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
ARYA Sciences Acquisition Corp II New York, New York 10003Underwriting 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
CEREVEL THERAPEUTICS HOLDINGS, INC. FORM OF INDEMNIFICATION AGREEMENT (DIRECTORS)Indemnification Agreement • November 2nd, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
CEREVEL THERAPEUTICS HOLDINGS, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 16, 2022 2.50% Convertible Senior Notes due 2027Indenture • August 16th, 2022 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of August 16, 2022, between Cerevel Therapeutics Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
19,728,189 Shares CEREVEL THERAPEUTICS HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2023 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC (“Goldman”) is acting as representative (the “Representative”), 19,728,189 shares of its common stock, par value $0.0001 per share set forth in Schedule II hereto (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 2,959,228 shares of its common stock, par value $0.0001 per share set forth in Schedule II hereto (the “Additional Shares”) if and to the extent that the Representative shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.0001 per share, of the Comp
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 29th, 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 [●], 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”).
•] Shares CEREVEL THERAPEUTICS HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among ABBVIE INC., SYMPHONY HARLAN LLC, SYMPHONY HARLAN MERGER SUB INC. and CEREVEL THERAPEUTICS HOLDINGS, INC. Dated as of December 6, 2023Merger Agreement • December 7th, 2023 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 6, 2023, by and among AbbVie Inc., a Delaware corporation (“Parent”), Symphony Harlan LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Intermediate Holdco”), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Intermediate Holdco (“Merger Sub”), and Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (“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 ARYA, Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”), Cassidy Merger Sub 1, Inc., a Delaware corporation (“Cassidy Merger Sub 1”), pursuant to which, among other things, Cassidy Merger Sub 1 will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned subsidiary of ARYA, on the terms an
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2019 by and between Cerevel Therapeutics, LLC (the “Company”) and John Renger (the “Executive”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 29th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2023 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2023 by and between Cerevel Therapeutics, LLC (the “Company”) and Ronald Renaud (the “Executive”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE CEREVEL THERAPEUTICS HOLDINGS, INC.Incentive Stock Option Agreement • November 2nd, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
Pursuant to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.00001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
BUSINESS COMBINATION AGREEMENT BY AND AMONG ARYA SCIENCES ACQUISITION CORP II, CASSIDY MERGER SUB 1, INC., AND CEREVEL THERAPEUTICS, INC. DATED AS OF JULY 29, 2020Business Combination Agreement • March 24th, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 29, 2020, is made by and among ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (“ARYA”), Cassidy Merger Sub 1, Inc., a Delaware corporation (“Cassidy Merger Sub”), and Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”). ARYA, Cassidy Merger Sub and the Company 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.
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of April 1,2019 by and between Cerevel Therapeutics, LLC (the "Company") and Kenneth DiPietro (the "Executive").
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”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 24th, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of October 2, 2020 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of July 29, 2020, by and among ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (“ARYA”), Cassidy Merger Sub 1, Inc., a Delaware corporation, and Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”). ARYA and the Company 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 the Agreement.
AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BY AND AMONG CEREVEL THERAPEUTICS HOLDINGS, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF OCTOBER 27, 2020Registration and Shareholder Rights Agreement • November 2nd, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of October 27, 2020 is made by and among:
13,000,000 Units ARYA Sciences Acquisition Corp II UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
Restricted stock unit award AGREEMENT UNDER THE CEREVEL THERAPEUTICS HOLDINGS, INC. (Employees)Restricted Stock Unit Award Agreement • February 27th, 2024 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
Pursuant to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.00001 per share (the “Stock”) of the Company.
WAIVER January 20, 2021Waiver • January 21st, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
This Waiver (this “Waiver”) is made and entered into as of January 20, 2021, by and among Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investors (the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of November 8, 2019 by and between Cerevel Therapeutics, LLC (the "Company") and Bryan Phillips (the "Executive").
ARYA SCIENCES ACQUISITION CORP IISponsorship Agreement • June 9th, 2020 • ARYA Sciences Acquisition Corp II • 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
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 29, 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 II, a Cayman Islands exempted company (“ARYA”), and Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”). The Sponsor, the Other Class B Holders, ARYA and the Company 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).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of June 25, 2019 by and between Cerevel Therapeutics, LLC (the "Company") and Orly Mishan (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of May 9, 2019 by and between Cerevel Therapeutics, LLC (the "Company") and Kathy Yi (the "Executive").
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 1st, 2024 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
WHEREAS, the Company is a party to that certain Agreement and Plan of Merger, dated as of December 6, 2023 (the “Merger Agreement”), by and among AbbVie Inc., a Delaware corporation (“Parent”), Symphony Harlan, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Intermediate Holdco”), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), and the Company, pursuant to which, and upon the terms and subject to the conditions contained in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), and, in connection therewith, each share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that is outstanding immediately prior to the effective time of the Merger (other than shares of Common Stock (i) that are held by Parent, Intermediate Holdco, Merger
WAIVERWaiver • August 2nd, 2023 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
This Waiver (this “Waiver”) is made and entered into as of April 27, 2023, by and among Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investors (the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2020 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 07, 2020 by and between Cerevel Therapeutics, LLC (the “Company”) and Kathleen Tregoning (the “Executive”)
Cerevel Therapeutics Holdings LETTERHEAD]Repayment Agreement • February 27th, 2024 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
In connection with the transactions contemplated by that certain Agreement and Plan of Merger by and among AbbVie Inc., Symphony Harlan LLC, Symphony Harlan Merger Sub Inc. and Cerevel Therapeutics Holdings, Inc. (the “Company”), dated as of December 6, 2023 (the “Merger Agreement”), you may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”). Pursuant to the Merger Agreement and associated Company Disclosure Letter, the Company is permitted to take certain steps to mitigate the potential impact of Sections 280G and 4999 of the Code (the “280G Mitigation”).
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE CEREVEL THERAPEUTICS HOLDINGS, INC.Performance Restricted Stock Unit Award Agreement • August 2nd, 2023 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
Pursuant to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby grants an award (an “Award”) of the target number of Restricted Stock Units listed above (the “Target Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
