SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (“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 ARYA, Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”), Cassidy Merger Sub 1, Inc., a Delaware corporation (“Cassidy Merger Sub 1”), pursuant to which, among other things, Cassidy Merger Sub 1 will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned subsidiary of ARYA, on the terms an
BUSINESS COMBINATION AGREEMENT BY AND AMONG ARYA SCIENCES ACQUISITION CORP II, CASSIDY MERGER SUB 1, INC., AND CEREVEL THERAPEUTICS, INC. DATED AS OF JULY 29, 2020Business Combination Agreement • March 24th, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 29, 2020, is made by and among ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (“ARYA”), Cassidy Merger Sub 1, Inc., a Delaware corporation (“Cassidy Merger Sub”), and Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”). ARYA, Cassidy Merger Sub and the Company 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.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 24th, 2021 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of October 2, 2020 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of July 29, 2020, by and among ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (“ARYA”), Cassidy Merger Sub 1, Inc., a Delaware corporation, and Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”). ARYA and the Company 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 the Agreement.
