INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2020 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of December 8, 2020 by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
12,000,000 Units Frazier Lifesciences Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2020 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 12,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,800,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires. Certain cap
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 20th, 2020 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2020 between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 14th, 2020 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2020, is made and entered into by and among Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), 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”).
December 8, 2020 Frazier Lifesciences Acquisition Corporation Two Union Square Seattle, WA 98101Letter Agreement • December 14th, 2020 • Frazier Lifesciences Acquisition Corp • 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 between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 12,000,000 of the Company’s units (including 1,800,000 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
WARRANT AGREEMENTWarrant Agreement • December 14th, 2020 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2020, is by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2020 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of [●], 2020 by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Frazier Lifesciences Acquisition CorporationSecurities Subscription Agreement • November 20th, 2020 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on October 5, 2020 by and between Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 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’s and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 14th, 2020 • Frazier Lifesciences Acquisition Corp • 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 December 8, 2020, is entered into by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG NEWAMSTERDAM PHARMA COMPANY B.V., FRAZIER LIFESCIENCES ACQUISITION CORPORATION, NEWAMSTERDAM PHARMA INVESTMENT CORPORATION, AND NEWAMSTERDAM PHARMA HOLDING B.V. DATED AS OF JULY 25, 2022Business Combination Agreement • July 25th, 2022 • Frazier Lifesciences Acquisition Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 25, 2022, is made by and among NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company (“Merger Sub”), and NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”). FLAC, Holdco, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 or elsewhere in this Agreement.
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • November 23rd, 2022 • Frazier Lifesciences Acquisition Corp • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of November 22, 2022, by and among Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 25th, 2022 • Frazier Lifesciences Acquisition Corp • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of July 25, 2022 by and among (i) Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), (ii) the other holders of FLAC Class B Shares set forth on Schedule I hereto (the “Other Class B Holders” and, together with the Sponsor, collectively, the “Class B Holders”), (iii) Frazier Lifesciences Acquisition Corporation, a blank check company incorporated as a Cayman Islands exempted company (“FLAC”), (iv) NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”), and (v) NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, which was formed by the Company for the sole purpose of consummating the transactions contemplated by the Business
December 8, 2020 Frazier Lifesciences Sponsor LLC Two Union SquareFrazier Lifesciences Acquisition Corp • December 14th, 2020 • Blank checks • New York
SUPPORT AGREEMENTSupport Agreement • July 25th, 2022 • Frazier Lifesciences Acquisition Corp • Blank checks
FORM OF INVESTOR SUPPORT AGREEMENTInvestor Support Agreement • July 25th, 2022 • Frazier Lifesciences Acquisition Corp • Blank checks • Delaware
THIS INVESTOR SUPPORT AGREEMENT (this “Agreement”) is dated as of July 25, 2022 by and among Frazier Lifesciences Acquisition Corporation, a blank check company incorporated as a Cayman exempted company (“FLAC”), and the shareholder of FLAC whose name appears on the signature page of this Agreement (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2022 • Frazier Lifesciences Acquisition Corp • 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 among NewAmsterdam Pharma Company B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) that will be converted into a Dutch public limited liability company (naamloze vennootschap) in connection with the Transactions (as defined below) (“New NAP”), Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), 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 FLAC, New NAP, NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company (“Merger Sub”), and NewAmsterdam Pharma Holding B.V., a Dutch private limited company (besloten vennootschap met beperkte aans
