INDEMNITY AGREEMENTIndemnity Agreement • June 24th, 2021 • ARYA Sciences Acquisition Corp V • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between ARYA Sciences Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ARYA Sciences Acquisition Corp V c/o Perceptive Advisors New York, NY 10003ARYA Sciences Acquisition Corp V • June 24th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 18, 2021 by and between ARYA Sciences Holdings V, a Cayman Islands exempted limited company (the “Subscriber” or “you”), and ARYA Sciences Acquisition Corp V, 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 3,737,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 487,500 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 • June 24th, 2021 • ARYA Sciences Acquisition Corp V • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among ARYA Sciences Acquisition Corp V, a Cayman Islands exempted company (the “Company”), ARYA Sciences Holdings V, 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 V New York, New York 10003Letter Agreement • June 24th, 2021 • ARYA Sciences Acquisition Corp V • 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 V, 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 defined
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • June 24th, 2021 • ARYA Sciences Acquisition Corp V • 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 [●], 2021, is entered into by and between ARYA Sciences Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings V, a Cayman Islands exempted limited company (the “Purchaser”).
13,000,000 Class A Ordinary Shares ARYA Sciences Acquisition Corp V UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2021 • ARYA Sciences Acquisition Corp V • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 24th, 2021 • ARYA Sciences Acquisition Corp V • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between ARYA Sciences Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ARYA SCIENCES ACQUISITION CORP VARYA Sciences Acquisition Corp V • June 24th, 2021 • Blank checks
