REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2024, is by and among Adagio Medical Holdings, Inc. (f/k/a Aja Holdco, Inc.), a Delaware corporation with offices located at 26051 Merit Circle, Suite 102,Laguna Hills, California, 92653 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of ________, and is between Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
Form of Pre-Funded Warrant Agreement [FORM OF WARRANT]Warrant Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • New York
Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date up to (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in the Subscription Agreement, dated as of [ ], 2024 (the “Su
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of February 13, 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 • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This GUARANTY, dated as of July 31, 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 Open Market Purchase Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • 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
Investor Rights AgreementInvestor Rights Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Investor Rights Agreement (this “Agreement”), dated as of February 13, 2024, is among Aja Holdco, Inc., a Delaware corporation (“Company”), ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “SPAC”), ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Sponsor”), the Independent Directors (as defined herein), Perceptive Life Sciences Master Fund Ltd., a Cayman Islands exempted company (“Perceptive”), and the Adagio Shareholders (each a “Holder” and collectively with the Sponsor, the Independent Directors and Perceptive, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of February 13, 2024 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among the Company, the SPAC, Adagio Medical, Inc., a Delaware corporation (“Adagio”), Aja Merger Sub 1, Cayman Islands exem
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This Amended and Restated Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto and amends and restates the Subscription Agreement, dated as of February 13, 2024, 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 February 13, 2024 (as amended on June 25, 2024 and as may be further 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 own
CONSENT AND AMENDMENT NO. 1Business Combination Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This CONSENT AND AMENDMENT NO. 1 to the BUSINESS COMBINATION AGREEMENT, dated as of June 25, 2024 (this “Consent and Amendment”), is made by and between ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”) and Adagio Medical, Inc., a Delaware corporation (the “Company”). ARYA and the Company shall each be referred to herein from time to time individually as a “Party” and collectively as the “Parties”.
FORM OF CONVERTIBLE SECURITIES PURCHASE AGREEMENTConvertible Securities Purchase Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • 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”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ARYA SCIENCES ACQUISITION CORP IV, AJA HOLDCO, INC., AJA MERGER SUB 1 AJA MERGER SUB 2, INC. AND ADAGIO MEDICAL, INC. DATED AS OF FEBRUARY 13, 2024Business Combination Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 13, 2024, is made by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), Aja Holdco, Inc., a Delaware corporation (“HoldCo”), Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Adagio Medical, Inc., a Delaware corporation (the “Company”), and Aja Merger Sub 2, Inc., a Delaware corporation (“Company Merger Sub”). ARYA, HoldCo, ARYA Merger Sub, the Company, and Company Merger Sub 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.
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This amendment (this “Amendment”) to the Subscription Agreement (the “Subscription Agreement”), dated February 13, 2024, by and between Aja Holdco, Inc., a Delaware corporation (“ListCo”), ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), and the undersigned subscriber (the “Investor”) is made pursuant to Section 11 (g) thereof. Capitalized terms used herein and not otherwise defined have the meanings given them in the Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of November 9, 2020 between Adagio Medical, Inc., a Delaware corporation (the “Company,” which term shall include where appropriate, any Entity (as hereinafter defined)), and Olav Bergheim (“Indemnitee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 13, 2024, by and between Adagio Medical, Inc., a Delaware corporation (the “Company”), Aja Holdco, Inc., a Delaware corporation (“New Adagio”), and Perceptive Life Sciences Master Fund, Ltd. (the “Investor”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 13, 2024, is made by and among Aja HoldCo, Inc., a Delaware corporation (“HoldCo”), ARYA Sciences Holdings IV, an exempted company incorporated in the Cayman Islands with limited liability (the “ARYA Sponsor”), ARYA Sciences Acquisition Corp IV, an exempted company incorporated in the Cayman Islands with limited liability (“ARYA”), Adagio Medical, Inc., a Delaware corporation (the “Company”), each of Todd Wider, Leslie Trigg and Michael Henderson (collectively, the “Other Class B Shareholders”, and together with the ARYA Sponsor, collectively, the “Class B Shareholders”) and each of Joseph Edelman, Adam Stone, Michael Altman and Konstantin Poukalov (collectively, the “Other Insiders”, and together with the Class B Shareholders, collectively, the “Insiders”). HoldCo, ARYA, the Company and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise
FORM OF COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENTCompany Shareholder Transaction Support Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), Adagio Medical, Inc., a Delaware corporation (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”). Each of ARYA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
EIGHTH AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • California
This Eighth Amendment to Facilities and Services Agreement (the “Amendment”), effective as of January 1, 2023, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
ADAGIO MEDICAL Holdings, Inc.Employment Agreement • December 16th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This letter sets forth the substance of the employment resignation and consulting agreement (the “Agreement”) that Adagio Medical Holdings, Inc. (the “Company”) is offering to you to aid in your employment transition.
FIRST AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • California
This First Amendment to Facilities and Services Agreement (the “Amendment”), dated as January 1, 2012, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
THIRD AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • California
This Third Amendment to Facilities and Services Agreement (the “Amendment”), dated as January 1, 2017, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
FIFTH AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus
This Fifth Amendment to Facilities and Services Agreement (the “Amendment”), dated as January 1, 2020, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
SECOND AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • California
This Second Amendment to Facilities and Services Agreement (the “Amendment”), dated as November 1, 2015, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
SEVENTH AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • California
This Seventh Amendment to Facilities and Services Agreement (the “Amendment”), dated as of July 1, 2022, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
NINTH AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • June 25th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • California
This Ninth Amendment to Facilities and Services Agreement (the “Amendment”), effective as of August 1, 2023, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
WARRANT TO PURCHASE COMMON STOCKBase Warrant Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [•], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement.
SIXTH AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus
This Sixth Amendment to Facilities and Services Agreement (the “Amendment”), dated as January 1, 2021, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
TENTH AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • November 14th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • California
This Tenth Amendment to Facilities and Services Agreement (the “Amendment”), effective as of August 1, 2024, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
Adagio Medical Holdings, Inc.Employment Agreement • December 16th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
On behalf of Adagio Medical Holdings, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later than December 16, 2024 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
Olav Bergheim 26051 Merit Circle, Suite 102 Laguna Hills, CA 92653 Dear Olav:Employment Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
This offer letter between you and Adagio Medical, Inc. (the “Company”) dated July 31, 2024 (the “Effective Date”) is intended to memorialize your employment relationship with the Company as its Chief Executive Officer. Reference is made to that certain Business Combination Agreement, (as amended, the “Business Combination Agreement”), dated as of February 13, 2024, by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), Aja Holdco, Inc., a Delaware corporation (the “Holdco”), Aja Merger Sub 1, a Cayman Islands exempted company, Aja Merger Sub 2, Inc., a Delaware corporation, and the Company, as amended by that certain Consent and Amendment No. 1, dated as of June 25, 2024, by and between ARYA and the Company. If the Business Combination Agreement is terminated by the parties thereto without the consummation of the transactions contemplated thereby, then this offer letter shall be null and void ab initio.
FOURTH AMENDMENT TO FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus
This Fourth Amendment to Facilities and Services Agreement (the “Amendment”), dated as January 1, 2019, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
FORM OF CONVERTIBLE SECURITY SUBSCRIPTION AGREEMENTSecurities Purchase Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus • 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”).
FACILITIES AND SERVICES AGREEMENTFacilities and Services Agreement • April 19th, 2024 • Aja Holdco, Inc. • Surgical & medical instruments & apparatus • California
This Facilities and Services Agreement (the “Agreement”) dated as of June 1, 2011 (the “Effective Date”), is made and entered into by and between Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
Form of Subscription Agreement with Pre-Funded Warrant and Base Warrant SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2024 • Adagio Medical Holdings, Inc. • Surgical & medical instruments & apparatus
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
