Page | |||
ARTICLE 1 CERTAIN DEFINITIONS | 3 | ||
Section 1.1 | Definitions | 3 | |
ARTICLE 2 MERGER | 24 | ||
Section 2.1 | Closing Transactions | 24 | |
Section 2.2 | Closing of the Transactions Contemplated by this Agreement | 27 | |
Section 2.3 | Allocation Schedule; Aggregate Transaction Proceeds Schedule | 27 | |
Section 2.4 | Treatment of Company Options and Company Warrants | 28 | |
Section 2.5 | Company Shareholder Deliverables | 29 | |
Section 2.6 | Withholding | 31 | |
Section 2.7 | Company Dissenting Shares | 31 | |
ARTICLE 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES | 32 | ||
Section 3.1 | Organization and Qualification | 32 | |
Section 3.2 | Capitalization of the Group Companies | 33 | |
Section 3.3 | Authority | 34 | |
Section 3.4 | Financial Statements; Undisclosed Liabilities | 35 | |
Section 3.5 | Consents and Requisite Governmental Approvals; No Violations | 36 | |
Section 3.6 | Permits | 37 | |
Section 3.7 | Material Contracts | 37 | |
Section 3.8 | Absence of Changes | 39 | |
Section 3.9 | Litigation | 39 | |
Section 3.10 | Compliance with Applicable Law | 40 | |
Section 3.11 | Employee Plans | 40 | |
Section 3.12 | Environmental Matters | 41 | |
Section 3.13 | Intellectual Property | 42 | |
Section 3.14 | Labor Matters | 45 | |
Section 3.15 | Insurance | 46 | |
Section 3.16 | Tax Matters | 46 | |
Section 3.17 | Brokers | 48 | |
Section 3.18 | Real and Personal Property | 48 | |
Section 3.19 | Transactions with Affiliates | 49 | |
Section 3.20 | Data Privacy and Security | 49 | |
Section 3.21 | Compliance with International Trade & Anti-Corruption Laws | 50 | |
Section 3.22 | Information Supplied | 50 | |
Section 3.23 | Regulatory Compliance | 51 | |
Section 3.24 | Investigation; No Other Representations | 51 | |
Section 3.25 | EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | 52 | |
ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO THE ARYA PARTIES | 52 | ||
Section 4.1 | Organization and Qualification | 53 | |
Section 4.2 | Authority | 53 |
Section 4.3 | Consents and Requisite Governmental Approvals; No Violations | 54 | |
Section 4.4 | Brokers | 54 | |
Section 4.5 | Information Supplied | 55 | |
Section 4.6 | Capitalization of the ARYA Parties | 55 | |
Section 4.7 | SEC Filings | 57 | |
Section 4.8 | Absence of Changes | 57 | |
Section 4.9 | Contracts; No Defaults | 58 | |
Section 4.10 | Investment Company Act | 58 | |
Section 4.11 | Trust Account; Financial Ability | 58 | |
Section 4.12 | Transactions with Affiliates | 59 | |
Section 4.13 | Litigation | 59 | |
Section 4.14 | Compliance with Applicable Law | 60 | |
Section 4.15 | ARYA Party Activities | 60 | |
Section 4.16 | Internal Controls; Listing; Financial Statements | 60 | |
Section 4.17 | No Undisclosed Liabilities | 62 | |
Section 4.18 | Employees | 62 | |
Section 4.19 | Tax Matters | 62 | |
Section 4.20 | CFIUS Foreign Person Status | 63 | |
Section 4.21 | Compliance with International Trade & Anti-Corruption Laws | 64 | |
Section 4.22 | Change of Control Payments | 64 | |
Section 4.23 | PIPE Financing | 65 | |
Section 4.24 | Investigation; No Other Representations | 65 | |
Section 4.25 | EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | 66 | |
ARTICLE 5 COVENANTS | 67 | ||
Section 5.1 | Conduct of Business of the Company | 67 | |
Section 5.2 | Efforts to Consummate; Transaction Litigation | 70 | |
Section 5.3 | Confidentiality and Access to Information | 72 | |
Section 5.4 | Public Announcements | 73 | |
Section 5.5 | Tax Matters | 75 | |
Section 5.6 | Company Exclusive Dealing | 76 | |
Section 5.7 | ARYA Exclusive Dealing | 77 | |
Section 5.8 | Preparation of Registration Statement / Proxy Statement | 77 | |
Section 5.9 | ARYA Shareholder Approval | 78 | |
Section 5.10 | Merger Sub Shareholder Approval | 80 | |
Section 5.11 | Conduct of Business of ARYA | 80 | |
Section 5.12 | Nasdaq Listing; ARYA Public Filings | 82 | |
Section 5.13 | Trust Account | 82 | |
Section 5.14 | Company Shareholder Approval | 82 | |
Section 5.15 | Financing | 83 | |
Section 5.16 | ARYA Indemnification; Directors’ and Officers’ Insurance | 84 | |
Section 5.17 | Company Indemnification; Directors’ and Officers’ Insurance | 86 | |
Section 5.18 | Post-Closing Directors and Officers | 87 | |
Section 5.19 | PCAOB Financials | 89 | |
Section 5.20 | ARYA Incentive Equity Plan; ARYA Employee Stock Purchase Plan | 89 | |
Section 5.21 | FIRPTA Certificates | 90 |
Section 5.22 | Employee Benefits Matters | 90 | |
Section 5.23 | Bylaws | 91 | |
ARTICLE 6 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT | 91 | ||
Section 6.1 | Conditions to the Obligations of the Parties | 91 | |
Section 6.2 | Other Conditions to the Obligations of the ARYA Parties | 92 | |
Section 6.3 | Other Conditions to the Obligations of the Company | 93 | |
Section 6.4 | Frustration of Closing Conditions | 94 | |
ARTICLE 7 TERMINATION | 94 | ||
Section 7.1 | Termination | 94 | |
Section 7.2 | Effect of Termination | 96 | |
ARTICLE 8 MISCELLANEOUS | 97 | ||
Section 8.1 | Non-Survival | 97 | |
Section 8.2 | Entire Agreement; Assignment | 97 | |
Section 8.3 | Amendment | 97 | |
Section 8.4 | Notices | 97 | |
Section 8.5 | Governing Law | 99 | |
Section 8.6 | Fees and Expenses | 99 | |
Section 8.7 | Construction; Interpretation | 99 | |
Section 8.8 | Exhibits and Schedules | 100 | |
Section 8.9 | Parties in Interest | 100 | |
Section 8.10 | Severability | 100 | |
Section 8.11 | Counterparts; Electronic Signatures | 100 | |
Section 8.12 | Knowledge of Company; Knowledge of ARYA | 100 | |
Section 8.13 | No Recourse | 101 | |
Section 8.14 | Extension; Waiver | 101 | |
Section 8.15 | Waiver of Jury Trial | 102 | |
Section 8.16 | Submission to Jurisdiction | 102 | |
Section 8.17 | Remedies | 103 | |
Section 8.18 | Trust Account Waiver | 103 |
Annex A-1 | Company PIPE Investors |
Annex A-2 | Third Party PIPE Investors |
Annex B | Supporting Company Shareholders |
Exhibit A-1 | Form of Perceptive PIPE Subscription Agreement |
Exhibit A-2 | Form of Company and Third Party PIPE Subscription Agreement |
Exhibit B | Form of Investor Rights Agreement |
Exhibit C | Form of Transaction Support Agreement |
Exhibit D | Form of Letter of Transmittal |
Exhibit E | Form of ARYA Certificate of Incorporation |
Exhibit F | Form of ARYA Bylaws |
Exhibit G | Form of Company Shareholder Written Consent |
Exhibit H | Form of Incentive Equity Plan |
Exhibit I | Form of Employee Stock Purchase Plan |
(b) | The Merger. |
Section 2.4 | Treatment of Company Options and Company Warrants. |
Section 2.5 | Company Shareholder Deliverables. |
Section 3.1 | Organization and Qualification. |
Section 3.2 | Capitalization of the Group Companies. |
Section 3.4 | Financial Statements; Undisclosed Liabilities. |
Section 3.5 | Consents and Requisite Governmental Approvals; No Violations. |
Section 3.7 | Material Contracts. |
Section 3.11 | Employee Plans. |
Section 3.13 | Intellectual Property. |
Section 3.14 | Labor Matters. |
Section 3.16 | Tax Matters. |
Section 3.20 | Data Privacy and Security. |
Section 3.23 | Regulatory Compliance. |
Section 3.24 | Investigation; No Other Representations. |
Section 4.3 |
Section 4.6 | Capitalization of the ARYA Parties. |
Section 4.9 | Contracts; No Defaults. |
Section 4.19 | Tax Matters. |
Section 4.21 | Compliance with International Trade & Anti-Corruption Laws. |
Section 5.1 | Conduct of Business of the Company. |
Section 5.3 | Confidentiality and Access to Information. |
Section 5.4 | Public Announcements. |
Section 5.5 | Tax Matters. |
(a) | Tax Treatment. |
Section 5.6 |
Section 5.7 | ARYA Exclusive Dealing. |
(a) | If to any ARYA Party, to: |
Attention: | Michael Altman |
E-mail: | Michael@perceptivelife.com |
Attention: | Jonathan L. Davis, P.C. |
E-mail: | jonathan.davis@kirkland.com |
(b) | If to the Company, to: |
Attention: | Robert Kornegay |
E-mail: | rkornegay@wsgr.com |
Attention: | Robert T. Ishii |
E-mail: | rishii@wsgr.com |
ARYA SCIENCES ACQUISITION CORP III | ||
By: | /s/ Michael Altman | |
Name: | Michael Altman | |
Title: | Chief Financial Officer | |
MAKO MERGER SUB, INC. | ||
By: | /s/ Michael Altman | |
Name: | Michael Altman | |
Title: | Vice President | |
By: | /s/ Sujal Patel | |
Name: | Sujal Patel | |
Title: | Chief Executive Officer | |
1. | Hand Capital LLC |
2. | VCVC V LLC |
3. | Vulcan Capital Holdings Columbia LLC |
4. | Madrona Venture Group VI-A, LP |
5. | Madrona Venture Group VI, LP |
6. | Matthew Posard |
7. | WS Investment Company LLC |
8. | Andreessen Horowitz LSV Fund II |
1. | Bain Capital Life Sciences Fund II, L.P. |
2. | BCIP Life Sciences Associates, LP |
3. | SILVER CREEK CS SAV, L.L.C., (Nantahala Capital Management, LLC) |
4. | NCP QR LP |
5. | BLACKWELL PARTNERS LLC - SERIES A (Nantahala Capital Management, LLC) |
6. | NANTAHALA CAPITAL PARTNERS II LIMITED PARTNERSHIP |
7. | NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP |
8. | NCP RFM LP |
9. | NANTAHALA CAPITAL PARTNERS SI, LP |
10. | Sphera Biotech Master Fund, LP |
11. | Sphera Global Healthcare Master Fund |
12. | ORBIMED GENESIS MASTER FUND, L.P. |
13. | ORBIMED PARTNERS MASTER FUND LIMITED |
14. | FRANKLIN STRATEGIC SERIES – FRANKLIN BIOTECHNOLOGY DISCOVERY FUND |
15. | FRANKLIN TEMPLETON INVESTMENT FUNDS – FRANKLIN BIOTECHNOLOGY DISCOVERY FUND |
16. | Avidity Master Fund LP |
17. | Avidity Capital Fund II LP |
18. | RTW Master Fund, Ltd. |
19. | RTW Innovation Master Fund, Ltd. |
20. | RTW Venture Fund Limited |
21. | Alyeska Master Fund, L.P. |
22. | Logos Global Master Fund LP |
23. | RA CAPITAL HEALTHCARE FUND, L.P. |
24. | Casdin Partners Master Fund LP |
25. | Averill Master Fund, Ltd. |
26. | AVMI Investments, Inc. |
27. | Alexandria Venture Investments, LLC |
28. | Ally Bridge MedAlpha Master Fund L.P. |
29. | Decheng Capital Global Healthcare Fund (Master), LP |
51 Astor Place, 10th Floor
New York, New York 10002
Name of Investor: | State/Country of Formation or Domicile: |
By: ___________________________ | |
Name: __________________________ | |
Title: _________________________ | |
Name in which Shares are to be registered (if different): | Date: ________, 2021 |
Investor’s EIN: | |
Business Address-Street: | Mailing Address-Street (if different): |
City, State, Zip: | City, State, Zip: |
Attn: _________________________ | Attn: ___________________________ |
Telephone No.: | Telephone No.: |
Facsimile No.: | Facsimile No.: |
Email: | Email: |
Number of Shares subscribed for: | |
Aggregate Subscription Amount: $ | Price Per Share: $10.00 |
ARYA SCIENCES ACQUISITION CORP III | |
By: | |
Name: | |
Title: |
A. | QUALIFIED INSTITUTIONAL BUYER STATUS |
(Please check the applicable subparagraphs): |
B. | INSTITUTIONAL ACCREDITED INVESTOR STATUS |
(Please check the applicable subparagraphs): |
1. | ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.” |
2. | ☐ We are not a natural person. |
51 Astor Place, 10th Floor
New York, New York 10002
Name of Investor: | State/Country of Formation or Domicile: |
By: __________________________ | |
Name: __________________________ | |
Title: __________________________ | |
Name in which Shares are to be registered (if different): | Date: ________, 2021 |
Investor’s EIN: | |
Business Address-Street: | Mailing Address-Street (if different): |
City, State, Zip: | City, State, Zip: |
Attn: __________________________ | Attn: __________________________ |
Telephone No.: | Telephone No.: |
Facsimile No.: | Facsimile No.: |
Email: | Email: |
Number of Shares subscribed for: | |
Aggregate Subscription Amount: $ | Price Per Share: $10.00 |
ARYA SCIENCES ACQUISITION CORP III | |
By: | |
Name: | |
Title: |
A. | QUALIFIED INSTITUTIONAL BUYER STATUS |
(Please check the applicable subparagraphs): |
B. | INSTITUTIONAL ACCREDITED INVESTOR STATUS |
(Please check the applicable subparagraphs): |
1. | ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.” |
2. | ☐ We are not a natural person |
c/o ARYA Science Acquisition Corp. | |
51 Astor Place, 10th Floor | |
New York, NY 10003 | |
Attention: | Michael Altman |
Konstantin Poukalov | |
Email: | altman@perceptivelife.com |
konstantin@perceptivelife.com |
Kirkland & Ellis LLP | |
601 Lexington Avenue | |
New York, NY 10022 | |
Attention: | Jonathan Davis, P.C. |
Ryan Brissette | |
Email: | jonathan.davis@kirkland.com |
ryan.brissette@kirkland.com |
Wilson Sonsini Goodrich & Rosati, P.C. | |
One Market Plaza, Spear Tower, Suite 3300 | |
San Francisco, CA 94105 | |
Attention: | Robert T. Ishii |
Brian Keyes | |
Email: | rishii@wsgr.com |
bkeyes@wsgr.com |
Class/Series Securities | Number of Shares |
Company Preferred Seed Shares | [●] |
Company Series A Preferred Shares | [●] |
Company Series B Preferred Shares | [●] |
Company Common Shares | [●] |
Names(s) and Address(es) of Registered Owner(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s)) | Certificate(s) Surrendered (Attach additional list if necessary) | |
Certificate Number(s) ______________ ______________ ______________ ______________ Total number of shares: | Total Number of Shares Represented By Certificate(s) _______________________________ _______________________________ _______________________________ _______________________________ |
SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, and 5) To be completed ONLY if the shares for surrendered Certificates is to be issued in the name of someone other than the undersigned. Issue check to: Name:______________________________ (Please Print) Address: ___________________________ ___________________________________ (Include Zip Code) ________________________________________________________ (Tax Identification or Social Security No.) | SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4 and 5) To be completed ONLY if the shares for surrendered Certificates is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above. Deliver check to: Name:______________________________ (Please Print) Address: ___________________________ ___________________________________ (Include Zip Code) |
(See Instruction 6)
PAYER: CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number (TIN) And Certification | Name: | |
Address: | ||
Check appropriate box: | ||
Part I. Please provide your taxpayer identification number in the space at right. If awaiting TIN, write "Applied For" in space at right and complete the Certificate of Awaiting Taxpayer Identification Number below. | SSN: _____________ OR EIN: _____________ | |
Part II. For Payees exempt from backup withholding, see the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” and complete as instructed therein. | ||
Part III. Certification Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or, as indicated, I am waiting for a number to be issued to me): (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interests or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien). Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). Signature: ______________ Date: ____________________ , 20 |
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part III of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), all reportable payments made to me hereafter will be subject to backup withholding tax until I provide a properly certified taxpayer identification number within 60 days of the date of this Substitute Form W-9. Signature: ____________________ Date: ___________________ |
The Company reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote, the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board and the affirmative vote of 66 2/3% of the voting power of the then outstanding voting securities of the Company, voting together as a single class, shall be required for the amendment, repeal or modification of the provisions of Section 3 of ARTICLE IV, Section 2 of ARTICLE V, Section 1 of ARTICLE VI, Section 2 of ARTICLE VI, Section 5 of ARTICLE VII, Section 1 of ARTICLE VIII, Section 2 of ARTICLE VIII, Section 3 of ARTICLE VIII or this ARTICLE XI of this Certificate of Incorporation.
ARTICLE I - CORPORATE OFFICES | 1 | ||
1.1 | REGISTERED OFFICE | 1 | |
1.2 | OTHER OFFICES | 1 | |
ARTICLE II - MEETINGS OF STOCKHOLDERS | 1 | ||
2.1 | PLACE OF MEETINGS | 1 | |
2.2 | ANNUAL MEETING | 1 | |
2.3 | SPECIAL MEETING | 1 | |
2.4 | ADVANCE NOTICE PROCEDURES | 2 | |
2.5 | NOTICE OF STOCKHOLDERS’ MEETINGS | 8 | |
2.6 | QUORUM | 8 | |
2.7 | ADJOURNED MEETING; NOTICE | 8 | |
2.8 | CONDUCT OF BUSINESS | 8 | |
2.9 | VOTING | 9 | |
2.10 | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING | 9 | |
2.11 | RECORD DATES | 9 | |
2.12 | PROXIES | 10 | |
2.13 | LIST OF STOCKHOLDERS ENTITLED TO VOTE | 10 | |
2.14 | INSPECTORS OF ELECTION | 11 | |
ARTICLE III - DIRECTORS | 11 | ||
3.1 | POWERS | 11 | |
3.2 | NUMBER OF DIRECTORS | 11 | |
3.3 | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS | 12 | |
3.4 | RESIGNATION AND VACANCIES | 12 | |
3.5 | PLACE OF MEETINGS; MEETINGS BY TELEPHONE | 12 | |
3.6 | REGULAR MEETINGS | 12 | |
3.7 | SPECIAL MEETINGS; NOTICE | 13 | |
3.8 | QUORUM; VOTING | 13 | |
3.9 | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING | 14 | |
3.10 | FEES AND COMPENSATION OF DIRECTORS | 14 | |
3.11 | REMOVAL OF DIRECTORS | 14 | |
ARTICLE IV - COMMITTEES | 14 | ||
4.1 | COMMITTEES OF DIRECTORS | 14 | |
4.2 | COMMITTEE MINUTES | 15 | |
4.3 | MEETINGS AND ACTION OF COMMITTEES | 15 | |
4.4 | SUBCOMMITTEES | 15 | |
ARTICLE V - OFFICERS | 16 | ||
5.1 | OFFICERS | 16 | |
5.2 | APPOINTMENT OF OFFICERS | 16 | |
5.3 | SUBORDINATE OFFICERS | 16 |
5.4 | REMOVAL AND RESIGNATION OF OFFICERS | 16 | |
5.5 | VACANCIES IN OFFICES | 16 | |
5.6 | REPRESENTATION OF SECURITIES OF OTHER ENTITIES | 16 | |
5.7 | AUTHORITY AND DUTIES OF OFFICERS | 17 | |
ARTICLE VI - STOCK | 17 | ||
6.1 | STOCK CERTIFICATES; PARTLY PAID SHARES | 17 | |
6.2 | SPECIAL DESIGNATION ON CERTIFICATES | 17 | |
6.3 | LOST CERTIFICATES | 18 | |
6.4 | DIVIDENDS | 18 | |
6.5 | TRANSFER OF STOCK | 18 | |
6.6 | STOCK TRANSFER AGREEMENTS | 18 | |
6.7 | REGISTERED STOCKHOLDERS | 19 | |
6.8 | LOCK-UP | 19 | |
ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER | 21 | ||
7.1 | NOTICE OF STOCKHOLDERS’ MEETINGS | 21 | |
7.2 | NOTICE TO STOCKHOLDERS SHARING AN ADDRESS | 21 | |
7.3 | NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL | 21 | |
7.4 | WAIVER OF NOTICE | 21 | |
ARTICLE VIII - INDEMNIFICATION | 22 | ||
8.1 | INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS | 22 | |
8.2 | INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE COMPANY | 22 | |
8.3 | SUCCESSFUL DEFENSE | 22 | |
8.4 | INDEMNIFICATION OF OTHERS | 23 | |
8.5 | ADVANCED PAYMENT OF EXPENSES | 23 | |
8.6 | LIMITATION ON INDEMNIFICATION | 24 | |
8.7 | DETERMINATION; CLAIM | 24 | |
8.8 | NON-EXCLUSIVITY OF RIGHTS | 24 | |
8.9 | INSURANCE | 25 | |
8.10 | SURVIVAL | 25 | |
8.11 | EFFECT OF REPEAL OR MODIFICATION | 25 | |
8.12 | CERTAIN DEFINITIONS | 25 | |
ARTICLE IX - GENERAL MATTERS | 26 | ||
9.1 | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS | 26 | |
9.2 | FISCAL YEAR | 26 | |
9.3 | SEAL | 26 | |
9.4 | CONSTRUCTION; DEFINITIONS | 26 | |
9.5 | FORUM SELECTION | 26 |
ARTICLE X - AMENDMENTS | 27 |
1.1 | REGISTERED OFFICE |
1.2 | OTHER OFFICES |
2.1 | PLACE OF MEETINGS |
2.3 | SPECIAL MEETING |
2.4 | ADVANCE NOTICE PROCEDURES |
(a) | Annual Meetings of Stockholders. |
(c) | Other Requirements. |
2.5 | NOTICE OF STOCKHOLDERS’ MEETINGS |
2.6 | QUORUM |
2.7 | ADJOURNED MEETING; NOTICE |
2.8 | CONDUCT OF BUSINESS |
2.9 | VOTING |
2.10 | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING |
2.11 | RECORD DATES |
2.12 | PROXIES |
2.13 | LIST OF STOCKHOLDERS ENTITLED TO VOTE |
2.14 | INSPECTORS OF ELECTION |
3.1 | POWERS |
3.2 | NUMBER OF DIRECTORS |
3.3 | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS |
3.4 | RESIGNATION AND VACANCIES |
3.5 | PLACE OF MEETINGS; MEETINGS BY TELEPHONE |
3.6 | REGULAR MEETINGS |
3.7 | SPECIAL MEETINGS; NOTICE |
(a) | delivered personally by hand, by courier or by telephone; |
(b) | sent by United States first-class mail, postage prepaid; |
(c) | sent by facsimile; |
(d) | sent by electronic mail; or |
3.8 | QUORUM; VOTING |
3.9 | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING |
3.10 | FEES AND COMPENSATION OF DIRECTORS |
3.11 | REMOVAL OF DIRECTORS |
4.1 | COMMITTEES OF DIRECTORS |
4.2 | COMMITTEE MINUTES |
4.3 | MEETINGS AND ACTION OF COMMITTEES |
(a) | Section 3.5 (place of meetings and meetings by telephone); |
(b) |
(c) | Section 3.7 (special meetings and notice); |
(d) | Section 3.8 (quorum; voting); |
(e) | Section 3.9 (action without a meeting); and |
(f) | Section 7.4 (waiver of notice) |
4.4 | SUBCOMMITTEES |
5.1 | OFFICERS |
5.2 | APPOINTMENT OF OFFICERS |
5.3 | SUBORDINATE OFFICERS |
5.4 | REMOVAL AND RESIGNATION OF OFFICERS |
5.5 | VACANCIES IN OFFICES |
5.6 | REPRESENTATION OF SECURITIES OF OTHER ENTITIES |
5.7 | AUTHORITY AND DUTIES OF OFFICERS |
6.1 | STOCK CERTIFICATES; PARTLY PAID SHARES |
6.2 | SPECIAL DESIGNATION ON CERTIFICATES |
6.3 | LOST CERTIFICATES |
6.4 | DIVIDENDS |
6.5 | TRANSFER OF STOCK |
6.6 | STOCK TRANSFER AGREEMENTS |
6.7 | REGISTERED STOCKHOLDERS |
6.8 | LOCK-UP |
(d) | For purpose of this Section 6.8: |
7.1 | NOTICE OF STOCKHOLDERS’ MEETINGS |
7.2 | NOTICE TO STOCKHOLDERS SHARING AN ADDRESS |
7.3 | NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL |
7.4 | WAIVER OF NOTICE |
8.3 | SUCCESSFUL DEFENSE |
8.4 | INDEMNIFICATION OF OTHERS |
8.5 | ADVANCED PAYMENT OF EXPENSES |
8.6 | LIMITATION ON INDEMNIFICATION |
8.7 | DETERMINATION; CLAIM |
8.8 | NON-EXCLUSIVITY OF RIGHTS |
8.9 | INSURANCE |
8.10 | SURVIVAL |
8.11 | EFFECT OF REPEAL OR MODIFICATION |
8.12 | CERTAIN DEFINITIONS |
9.1 | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS |
9.2 | FISCAL YEAR |
9.3 | SEAL |
9.4 | CONSTRUCTION; DEFINITIONS |
9.5 | FORUM SELECTION |
OF THE
STOCKHOLDERS OF
NAUTILUS BIOTECHNOLOGY, INC.
(a Delaware corporation)
Dated: | [STOCKHOLDER] | |||
By: | ||||
Name: | ||||
Title: |
1. | Purposes of the Plan. The purposes of this Plan are: |
● | to attract and retain the best available personnel for positions of substantial responsibility, |
● | to provide additional incentive to Employees, Directors and Consultants, and |
● | to promote the success of the Company’s business. |
2. | Definitions. As used herein, the following definitions will apply: |
(a) | to determine the Fair Market Value; |
6. | Stock Options. |
6.6 | Exercise of Option. |
6.6.5 | Tolling Expiration. A Participant’s Award Agreement may also provide that: |
7. | Stock Appreciation Rights. |
8. | Restricted Stock. |
9. | Restricted Stock Units. |
10. |
16. | Tax Withholding. |
20. | Amendment and Termination of the Plan. |
21. | Conditions Upon Issuance of Shares. |
2. | Definitions. |
2.3 | “Board” means the Board of Directors of the Company. |
2.4 | “Change in Control” means the occurrence of any of the following events: |
5. | Eligibility. |
8. | Contributions. |
10. | Exercise of Option. |
12. | Withdrawal. |
17. | Adjustments, Dissolution, Liquidation, Merger or Change in Control. |
18. | Amendment or Termination. |
19. | Conditions Upon Issuance of Shares. |
26. | Legal Construction. |
_____ Original Application | Offering Date: _________________ |
Employee’s Social Security Number (for U.S.‑based employees): | |
Employee’s Address: | |
Dated: | |||
Signature of Employee |
Name and Address of Participant: | ||
Signature: | ||
Date: |