0001140361-24-035942 Sample Contracts

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
Subscription 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

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Form of Open Market Purchase Subscription Agreement SUBSCRIPTION AGREEMENT
Subscription 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

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SECURITY AND PLEDGE AGREEMENT
Security 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”);

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FORM OF CONVERT GUARANTY
Adagio Medical Holdings, Inc. • August 6th, 2024 • 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).

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Form of Pre-Funded Warrant Agreement [FORM OF WARRANT]
Adagio Medical Holdings, Inc. • August 6th, 2024 • 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

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CONSENT AND AMENDMENT NO. 1
Business 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”.

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AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
Subscription 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.

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FORM OF CONVERTIBLE SECURITIES PURCHASE AGREEMENT
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”).

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NOTE PURCHASE AGREEMENT
Note 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”).

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WARRANT TO PURCHASE COMMON STOCK
Adagio Medical Holdings, Inc. • August 6th, 2024 • 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.

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SPONSOR LETTER AGREEMENT
Sponsor 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

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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, 2024
Business 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.

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FORM OF COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT
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).

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Olav Bergheim 26051 Merit Circle, Suite 102 Laguna Hills, CA 92653 Dear Olav:
Adagio Medical Holdings, Inc. • August 6th, 2024 • 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.

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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Investor Rights Agreement
Investor 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

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FORM OF CONVERTIBLE SECURITY SUBSCRIPTION AGREEMENT
Security Subscription 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”).

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Form of Subscription Agreement with Pre-Funded Warrant and Base Warrant SUBSCRIPTION AGREEMENT
Subscription 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

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