Form of Limited Waiver and Amendment

Exhibit 10.1

LIMITED WAIVER AND AMENDMENT

LIMITED WAIVER AND AMENDMENT (this “Waiver”), dated as of December 26, 2024, to (i) that certain Securities Purchase Agreement, dated as of February 13, 2024 (the “Purchase Agreement”), by and among Adagio Medical Holdings, Inc. (f/k/a Aja Holdco, Inc.), a Delaware corporation (the “Company”), ARYA Sciences Acquisition Corp IV, a company organized under the laws of the Cayman Islands (the “SPAC”, now merged out of existence following the effectiveness of the business combination), Adagio Medical, Inc., a Delaware corporation (the “Target” and together with the Company and the SPAC, the “BC Parties”), and the buyers signatory thereto (the “Buyers”), (ii) that certain Registration Rights Agreement, dated as of July 31, 2024 (the “Registration Rights Agreement”), by and among the Company and the Buyers, and (iii) the Notes (as hereinafter defined) (collectively, the “Waiver Documents”).

W I T N E S S E T H:

WHEREAS, pursuant to the Purchase Agreement, the Company issued and sold promissory notes to the Buyers, including (i) that certain Senior Secured Convertible Note, dated as of July 31, 2024, in the original principal amount of $[●] to [●] (the “[●] Note” (ii) that certain Senior Secured Convertible Note, dated as of July 31, 2024, in the original principal amount of $[●] to [●] (the “[●] Note”), (iii) that certain Senior Secured Convertible Note, dated as of July 31, 2024, in the original principal amount of $[●] to [●] (the “[●] Note”), and (iv) that certain Senior Secured Convertible Note, dated as of July 31, 2024, in the original principal amount of $[●] to [●] (the “[●] Note”, together with the [●] Note and [●] Note, the “Other Notes”, and, together with the [●] Note, each individually, a “Note” and collectively, the “Notes”);

WHEREAS, pursuant to Section 2(d) of the Registration Rights Agreement, in the event the number of shares available under any Registration Statement (as defined in the Registration Rights Agreement) is insufficient to cover all of the Registrable Securities (as defined in the Registration Rights Agreement) required to be covered by such Registration Statement, the Company is required to file a new Registration Statement no later than fifteen days after the necessity therefor arises;

WHEREAS, pursuant to Section 3(a) of the Registration Rights Agreement, the Company is required to keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant to Rule 415 (as defined in the Registration Rights Agreement) for resales by the Investors (as defined in the Registration Rights Agreement) on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times during the Registration Period (as defined in the Registration Rights Agreement), which Registration Period is currently ongoing;

WHEREAS, on November 1, 2024, the Company filed a Form 8-K with the SEC (the “Non-Reliance 8-K”) noting that the previously issued (i) audited consolidated financial statements of the Target as of December 31, 2023 and for the fiscal year ended December 31, 2023, (ii) unaudited condensed consolidated financial statements of the Target as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, and (iii) unaudited condensed consolidated financial statements of the Target as of June 30, 2024 and for the six months ended June 30, 2024 and 2023 (collectively, the “Misstated Financials”) should, in each case, no longer be relied upon with respect to a material misstatement relating solely to the recording of accrued interest in both “Convertible notes payable, current” and “Other accrued liabilities”, which resulted in an overstatement of accrued interest;

WHEREAS, the filing of the Non-Reliance 8-K resulted in the Company’s current Registration Statement no longer being effective and the prospectus contained therein no longer available for use pursuant to Rule 415 for resales by the Investors, resulting in a Maintenance Failure (as defined in the Registration Rights Agreement) (such Maintenance Failure, the “Specified Maintenance Failure”);

WHEREAS, such Specified Maintenance Failure was cured upon post-effective amendment No. 2 to the Registration Statement becoming effective on November 25, 2024;

WHEREAS, pursuant to Section 2(e) of the Registration Rights Agreement, the Company is required to pay to each holder of Registrable Securities relating to the current Registration Statement a Registration Delay Payment (as defined in the Registration Rights Agreement) in an amount in cash equal to one percent (1%) of such Investor’s original principal amount stated in such Investor’s Note on the Closing Date (i) on the date of the Specified Maintenance Failure and (ii) on every thirty day anniversary of the Specified Maintenance Failure, with interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full if such Registration Delay Payments are not made in a timely manner (collectively, the “Specified Payment”);

WHEREAS, pursuant to Section 4(a)(ii) of each Note, Events of Default have occurred as a result of the lapse in the effectiveness of the Company’s current Registration Statement continuing for a period of ten (10) consecutive Trading Days (each such Event of Default, collectively, the “Maintenance Defaults”);

WHEREAS, pursuant to Section 4(a)(vi) of each Note, Events of Default have occurred as a result of a delay in the payment of the Specified Payment on the date of the Specified Maintenance Failure (each such Event of Default, collectively, the “Payment Delay Defaults”);

WHEREAS, the BC Parties made certain representations and warranties to the Buyers regarding the Misstated Financials, specifically including but not limited to those representations and warranties contained in Sections 3(k), 3(ww), and 3B (pursuant to the bringdown of the Target’s representation and warranties under the Business Combination Agreement, specifically including but not limited to Sections 3.4(a), 3.4(b) and 3.23 of the Business Combination Agreement) of the Purchase Agreement (collectively, the “Specified Representations”);

WHEREAS, pursuant to Section 4(a)(xiii) of each Note, Events of Default have occurred as a result of the BC Parties breaching the Specified Representations (each such Events of Default, collectively, the “Representation Defaults”);

WHEREAS, pursuant to Section 4(a)(xviii) of the [●] Note, an Event of Default has occurred with respect to each of the Other Notes (such Event of Default, the “Other Note Defaults”);

WHEREAS, pursuant to Section 4(b) of each Note, the Company is required to deliver an Event of Default Notice to the Buyers within two (2) Business Days following the occurrence of any Event of Default, and the Company failed to provide such notice with respect to the Maintenance Defaults, the Payment Delay Defaults, the Representation Defaults, and the Other Note Defaults prior to the applicable Event of Default Notice Due Date (as defined in the Notes), resulting in Events of Defaults under Section 4(a)(xiii) of each Note (such Events of Default, collectively, the “Notice Defaults” and together with the Maintenance Defaults, the Payment Delay Defaults, the Representation Defaults, and the Other Note Defaults, the “Specified Events of Default”);

WHEREAS, the BC Parties have requested that the undersigned (the “Holder”) (x) accept payment of the Specified Payment in the form of restricted shares of Common Stock of the Company at a price of $2.00 per share (the “Restricted Shares”) in lieu of payment in cash (notwithstanding that the Registration Right Agreement provides that such payments must be made in cash) and (y) waive the Specified Events of Default, and the Holder is willing to do so, subject to the terms and conditions set forth herein; and

WHEREAS, concurrently herewith, the Company has also requested that each of the other Buyers (the “Other Buyers”) enter into waivers in form and substance identical to this Waiver (other than with respect to the payment of the Legal Fee Amount) (the “Other Waivers”, and together with this Waiver, the “Waivers”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Waiver, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a)            Company Bring Down. The BC Parties represent and warrant to the Holder that the representations and warranties of the BC Parties to the Holder as set forth in Section 3 of the Purchase Agreement (as supplemented hereby) are true and correct in all material respects (without duplication of any qualifier as to materiality) on and as of the date hereof as though made on and as of such date, except to the extent that any such representations or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (without duplication of any qualifier as to materiality) as of such earlier date.

(b)            Holder Bring Down. The Holder represents and warrants to the BC Parties that the representations and warranties of the Holder to the BC Parties as set forth in Section 2 of the Purchase Agreement (as supplemented hereby) are true and correct in all material respects (without duplication of any qualifier as to materiality) on and as of the date hereof as though made on and as of such date, except to the extent that any such representations or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (without duplication of any qualifier as to materiality) as of such earlier date.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow.]

IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first set forth above.

[Signature Page to Waiver]

IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first set forth above.