ARYA Sciences Acquisition Corp. c/o Perceptive Advisors New York, NY 10003Arya Sciences Acquisition Corp. • September 11th, 2018 • Blank checks • New York
This agreement (this “Agreement”) is entered into on July 5, 2018 by and between ARYA Sciences Holdings, a Cayman Islands exempted company (the “Subscriber” or “you”), and ARYA Sciences Acquisition Corp., a Cayman Islands exempted 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 forfeiture 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2018, is entered into by and among ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2018 by and between ARYA Sciences Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2018, by ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”) and ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Sponsor”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (the “Agreement”), dated as of [●], 2018, is between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
ARYA Sciences Acquisition Corp.Letter Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Jefferies LLC as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
ARYA Sciences Acquisition Corp.Letter Agreement • September 11th, 2018 • Arya Sciences Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Jefferies LLC as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
ARYA SCIENCES ACQUISITION CORP. c/o Perceptive AdvisorsArya Sciences Acquisition Corp. • September 11th, 2018 • Blank checks
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. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (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 shall 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 51 Astor Place, 10th Floor, New York, NY 10003 (or any successor location). In exchange therefore, the Company shall pay ARYA Sciences Holdings a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termin
