INDEMNITY AGREEMENTIndemnity 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 IIARYA Sciences Acquisition Corp II • May 29th, 2020 • 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 • May 29th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
ARYA Sciences Acquisition Corp II New York, New York 10003Letter Agreement • May 29th, 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 14,375,000 of the Company’s units (including 1,875,000 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
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”).
12,500,000 Units ARYA Sciences Acquisition Corp II UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
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”).
ARYA SCIENCES ACQUISITION CORP IIARYA Sciences Acquisition Corp II • May 29th, 2020 • Blank checks
WARRANT AGREEMENT ARYA SCIENCES ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • May 29th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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”).
