ARYA Sciences Acquisition Corp III Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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”).

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ARYA Sciences Acquisition Corp III c/o Perceptive Advisors New York, NY 10003
ARYA 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:

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NAUTILUS BIOTECHNOLOGY, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 26th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of _________, and is between Nautilus Biotechnology, Inc., a Delaware corporation (f/k/a ARYA Sciences Acquisition Corp. III) (the “Company”), and ____________ (“Indemnitee”).

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • August 12th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 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”).

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August 6, 2020
Letter Agreement • August 12th, 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 14,950,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 1,950,000 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

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 12th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 11, 2020 by and between ARYA Sciences Acquisition Corp III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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Contract
Investment Management Trust Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York
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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private 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”).

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NAUTILUS BIOTECHNOLOGY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 2nd, 2022 • Nautilus Biotechnology, Inc. • Laboratory analytical instruments • Washington

This Change in Control and Severance Agreement (the “Agreement”) is made by and between Nautilus Biotechnology Inc., a Delaware corporation (the “Company”), and Mary Godwin (“Executive”), effective as of the date this Agreement is executed by both the Company and Executive (the “Effective Date”).

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NAUTILUS BIOTECHNOLOGY, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT
Restricted Stock Unit Agreement • March 26th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • Delaware

Unless otherwise defined herein, the terms defined in the Nautilus Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).

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NAUTILUS BIOTECHNOLOGY, INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT
Stock Option Agreement • March 26th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • Delaware

Unless otherwise defined herein, the terms defined in the Nautilus Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).

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NAUTILUS BIOTECHNOLOGY, INC. RESTRICTED STOCK AWARD AGREEMENT NOTICE OF RESTRICTED STOCK GRANT
Restricted Stock Award Agreement • March 26th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • Delaware

Unless otherwise defined herein, the terms defined in the Nautilus Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).

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July 28, 2023 Parag Mallick Via email Re: Confirmatory Employment Letter Dear Parag:
Employment Letter Agreement • August 2nd, 2023 • Nautilus Biotechnology, Inc. • Laboratory analytical instruments

This confirmatory employment letter agreement (the “Agreement”) is entered into between Parag Mallick (“you”) and Nautilus Subsidiary, Inc. (the “Company” or “we”), effective as of the date of this Agreement as first set forth above (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. Nautilus Biotechnology, Inc. (“Nautilus”), the Company, and each of Nautilus’ other subsidiaries are referred to in this Agreement as the “Company Group.”

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ARYA Sciences Acquisition Corp III UNDERWRITING AGREEMENT
Underwriting Agreement • August 12th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York
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NAUTILUS SUBSIDIARY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 2nd, 2023 • Nautilus Biotechnology, Inc. • Laboratory analytical instruments • California

This Change in Control and Severance Agreement (the “Agreement”) is made by and between Nautilus Subsidiary Inc., a Delaware corporation (the “Company”), Nautilus Biotechnology, Inc., a Delaware corporation (“Nautilus”), and Subra Sankar (“Executive”), effective as of the date this Agreement is executed by both the Company and Executive (the “Effective Date”). Certain capitalized terms used in this Agreement are defined in Section 7 below.

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NAUTILUS BIOTECHNOLOGY, INC. SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE SALES AGREEMENT
Sales Agreement • February 28th, 2024 • Nautilus Biotechnology, Inc. • Laboratory analytical instruments • New York

Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“TD Cowen”), as follows:

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July 26, 2022 Mary Godwin Via email Re: Offer of Employment Dear Mary:
Employment Letter Agreement • August 2nd, 2022 • Nautilus Biotechnology, Inc. • Laboratory analytical instruments • California

This confirmatory employment letter agreement (the “Agreement”) is entered into between Mary Godwin (“you”) and Nautilus Biotechnology, Inc. (the “Company” or “we”), effective as of July 1, 2022 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company in connection with your promotion to Senior Vice President of Operations as of the Effective Date.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • February 8th, 2021 • ARYA Sciences Acquisition Corp III • 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 ARYA Sciences Acquisition Corp III, a Cayman Islands exempted company (“ARYA”), which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein), 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, Mako Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, Merger Sub 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 and subject to the co

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private Placement Shares Purchase Agreement • August 12th, 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 6, 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”).

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12,500,000 Class A Ordinary Shares ARYA Sciences Acquisition Corp III UNDERWRITING AGREEMENT
Underwriting Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp III • Blank checks • New York
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April 8, 2021 Matt Murphy Via email Re: Confirmatory Employment Letter Dear Matt:
Employment Letter Agreement • April 26th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • California

This confirmatory employment letter agreement (the “Agreement”) is entered into between Matt Murphy (“you”) and Nautilus Biotechnology, Inc. (the “Company” or “we”), effective as of the date of this Agreement as first set forth above (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date.

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BUSINESS COMBINATION AGREEMENT BY AND AMONG ARYA SCIENCES ACQUISITION CORP III, MAKO MERGER SUB, INC. AND NAUTILUS BIOTECHNOLOGY, INC. DATED AS OF FEBRUARY 7, 2021
Subscription Agreement • February 8th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • Delaware

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 7, 2021, is made by and among ARYA Sciences Acquisition Corp III, an exempted company incorporated in the Cayman Islands with limited liability, Mako Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”). ARYA, 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.

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Amended and Restated Registration Rights and Lock-Up Agreement
Lock-Up Agreement • February 8th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • Delaware

This Amended and Restated Registration Rights and Lock-Up Agreement (this “Agreement”), dated as of February 7, 2021, is among ARYA Sciences Acquisition Corp III, a Cayman Islands exempted company (the “Company”) and the other parties hereto identified as a “Holder” on the signature pages and Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date hereof (the “Business Combination Agreement”), among the Company, Mako Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Nautilus Biotechnology, Inc., a Delaware corporation (“Nautilus”).

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ARYA SCIENCES ACQUISITION CORP III
ARYA Sciences Acquisition Corp III • August 12th, 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 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

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March 28, 2022 Gwen Weld Via email Re: Offer of Employment Dear Gwen:
Nautilus Biotechnology, Inc. • May 3rd, 2022 • Laboratory analytical instruments
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ARYA SCIENCES ACQUISITION CORP III 51 Astor Place, 10th Floor New York, New York 10003
ARYA 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

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NAUTILUS BIOTECHNOLOGY, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • February 28th, 2024 • Nautilus Biotechnology, Inc. • Laboratory analytical instruments • Delaware

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Registration Rights and Lock-Up Agreement, dated February 7, 2021 (the “Rights Agreement”), is made and entered into as of February 23, 2024, by and among Nautilus Biotechnology, Inc., a Delaware corporation (f/k/a ARYA Sciences Acquisition Corp III) (the “Company”) and the Holders identified on the signature pages to this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.

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SPONSOR LETTER AGREEMENT
Sponsor Letter Agreement • February 8th, 2021 • ARYA Sciences Acquisition Corp III • Blank checks • Delaware

This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 7, 2021, is made by and among ARYA Sciences Holdings III, an exempted company incorporated in the Cayman Islands with limited liability (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 “Shareholders”), ARYA Sciences Acquisition Corp III, an exempted company incorporated in the Cayman Islands with limited liability (“ARYA”), and Nautilus Biotechnology, 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).

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