ARYA SCIENCES ACQUISITION CORP II
Exhibit 10.5
EXECUTION VERSION
00 Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 9, 2020
ARYA Sciences Holdings II
c/o Perceptive Advisors
00 Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
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 00 Xxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (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 Date and continuing monthly thereafter until the Termination Date. ARYA Sciences
Holdings II hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or may have in the future as a result
of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any
reason whatsoever.
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the
parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
The parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party. Any purported assignment in violation of this paragraph shall be
void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that will apply the laws
of another jurisdiction.
This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such
counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this letter agreement.
[Signature Page Follows]
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Very truly yours,
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By:
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/s/ Xxxx Xxxxx
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Name:
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Xxxx Xxxxx
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Title:
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Chief Executive Officer
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AGREED TO AND ACCEPTED BY:
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ARYA SCIENCES HOLDINGS II
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By:
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/s/ Xxxx Xxxxx
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Name:
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Xxxx Xxxxx
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Title:
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Authorized Signatory
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