ADGM · Adagio Medical Holdings, Inc.

Employee Stock Options granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). The Option will vest over a four-year period, whereby twenty-five percent (25%) of the Option will vest on March 6, 2027, with the remaining shares subject to the Option vesting in thirty-six (36) equal monthly installments thereafter.

Employee Stock Options granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). The Option will vest over a four-year period, whereby twenty-five percent (25%) of the Option will vest on October 20, 2026, with the remaining shares subject to the Option vesting in thirty-six (36) equal monthly installments thereafter.

Open market purchase.

This transaction was executed in multiple trades at prices ranging from $1.11 to $1.20. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Open market purchase.

This transaction was executed in multiple trades at prices ranging from $0.9258 to $1.14101. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

The shares subject to the option will vest in 36 equal monthly installments commencing on January 11, 2026, subject to the Reporting Person's continued services through each such date.

Represents the purchase price for each common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

The common warrants are immediately exercisable, subject to the Beneficial Ownership Limitation (as defined below), and will expire on the fifth anniversary of their issuance. Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation").

The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Represents the purchase price for each common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

The common warrants are immediately exercisable, subject to the Beneficial Ownership Limitation (as defined below), and will expire on the fifth anniversary of their issuance. Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation").

The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Represents the purchase price for each pre-funded warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

The pre-funded warrants are immediately exercisable, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full.

The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Represents the purchase price for each common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

The common warrants are immediately exercisable, subject to the Beneficial Ownership Limitation (as defined below), and will expire on the fifth anniversary of their issuance. Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation").

The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Stock option granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). Option was approved by the Issuer's Compensation Committee on March 20, 2025. The Option will vest over a three-year period, whereby 1/36th of shares underlying the Option shall vest in equal monthly installments at the conclusion of each month of continuous service after the vesting commencement date of July 31, 2024.

Stock option granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). Option was approved by the Issuer's Compensation Committee on March 20, 2025. The Option will vest over a three-year period, whereby 1/36th of shares underlying the Option shall vest in equal monthly installments at the conclusion of each month of continuous service after the vesting commencement date of July 31, 2024.

Stock option granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). Option was approved by the Issuer's Compensation Committee on March 20, 2025. The Option will vest over a three-year period, whereby 1/36th of shares underlying the Option shall vest in equal monthly installments at the conclusion of each month of continuous service after the vesting commencement date of July 31, 2024.

Stock option granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). Option was approved by the Issuer's Compensation Committee on March 20, 2025. The Option will vest over a three-year period, whereby 1/36th of shares underlying the Option shall vest in equal monthly installments at the conclusion of each month of continuous service after the vesting commencement date of July 31, 2024.

Stock Option granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Special Option"). Special Option was approved by the Issuer's Compensation Committee on March 20, 2025. The Special Option is vested in full as of the grant date.

Stock option granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). Option was approved by the Issuer's Compensation Committee on March 20, 2025. The Option will vest over a three-year period, whereby 1/36th of shares underlying the Option shall vest in equal monthly installments at the conclusion of each month of continuous service after the vesting commencement date of July 31, 2024.

Employee Stock Options granted pursuant to Issuer's 2024 Equity Incentive Plan (the "Option"). The Option will vest over a four-year period, whereby twenty-five percent (25%) of the Option will vest on December 13, 2025, with the remaining shares subject to the Option vesting in thirty-six (36) equal monthly installments thereafter.

On January 22, 2025, the Reporting Persons were issued 64,167 shares of Common Stock of the Issuer at a price of $2.00 per share pursuant to the terms of the Convert Waiver, dated December 26, 2024, by and between the Issuer and the Reporting Persons in exchange for the waiver by the Reporting Persons of certain rights related to the Issuer's default under its Senior Secured Convertible Notes.

The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. Joseph Edelman ("Mr. Edelman") serves as the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of their indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor or Mr. Edelman are beneficial owner of such securities for purposes of Section 16 or for any other purposes.

On September 27, 2024, ARYA Sciences Holdings IV (the "Sponsor") effectuated a pro rata distribution for no consideration to its shareholders of its shares of common stock, par value $0.0001 per share (the "Common Stock"), of Adagio Medical Holdings, Inc. (f/k/a/ Aja HoldCo, Inc.) (the "Issuer"), including 1,147,500 shares of Common Stock that are subject to share price trigger vesting (the "Earn-Out Shares"). Such Earn-Out Shares (i) will vest if, prior to the tenth anniversary (the "Earn-Out Period") of the closing (the "Closing") of the business combination by and among ARYA Sciences Acquisition Corp IV, the Sponsor and the Issuer, the post-Closing share price of Common Stock equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period, or (ii) will automatically be forfeited and cancelled if the foregoing vesting condition is not fulfilled within the Earn-Out Period.

The reported securities were directly held by the Sponsor. The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman had voting and investment discretion with respect to any shares of Common Stock that were held of record by the Sponsor and may be deemed to have shared beneficial ownership of any shares of Common Stock that were held directly by the Sponsor.

Pursuant to the business combination (the "Business Combination") contemplated by the Business Combination Agreement (the "BCA"), dated February 13, 2024, as amended, by and among Adagio Medical Holdings, Inc. (formerly known as Aja Holdco Inc., "New Adagio" and following the completion of the Business Combination, the "Issuer"), ARYA Sciences Acquisition Corp IV, Adagio Medical, Inc. ("Adagio") and certain other parties thereto, as described in the Registration Statement on Form S-4 (File No. 333-278811) filed with the U.S. Securities and Exchange Commission and declared effective on July 12, 2024, acquired by the reporting person in exchange for the shares of Adagio common stock held by the reporting person prior to the completion of the Business Combination.

Pursuant to the business combination (the "Business Combination") contemplated by the Business Combination Agreement (the "BCA"), dated February 13, 2024, as amended, by and among Adagio Medical Holdings, Inc. (formerly known as Aja Holdco Inc., "New Adagio" and following the completion of the Business Combination, the "Issuer"), ARYA Sciences Acquisition Corp IV, Adagio Medical, Inc. ("Adagio") and certain other parties thereto, as described in the Registration Statement on Form S-4 (File No. 333-278811) filed with the U.S. Securities and Exchange Commission ("SEC") and declared effective on July 12, 2024, acquired by the reporting person in exchange for the shares of Adagio common stock held by the reporting person prior to the completion of the Business Combination.

Pursuant to the business combination (the "Business Combination") contemplated by the Business Combination Agreement, dated February 13, 2024, as amended, by and among Adagio Medical Holdings, Inc. (formerly known as Aja Holdco Inc., "New Adagio" and following the completion of the Business Combination, the "Issuer"), ARYA Sciences Acquisition Corp IV, Adagio Medical, Inc. ("Adagio") and certain other parties thereto, as described in the Registration Statement on Form S-4 (File No. 333-278811) filed with the U.S. Securities0 and Exchange Commission and declared effective on July 12, 2024, acquired by the reporting person in exchange for the shares of Adagio common stock held indirectly by the reporting person prior to the completion of the Business Combination.

Shares held by Fjordinvest LLC. The reporting person is the President of Fjordinvest LLC and, as such, has voting and investment discretion over the shares held by Fjordinvest LLC.

Pursuant to the business combination (the "Business Combination") contemplated by the Business Combination Agreement, dated February 13, 2024, as amended, by and among Adagio Medical Holdings, Inc. (formerly known as Aja Holdco Inc., "New Adagio" and following the completion of the Business Combination, the "Issuer"), ARYA Sciences Acquisition Corp IV, Adagio Medical, Inc. ("Adagio") and certain other parties thereto, as described in the Registration Statement on Form S-4 (File No. 333-278811) filed with the U.S. Securities0 and Exchange Commission and declared effective on July 12, 2024, acquired by the reporting person in exchange for the shares of Adagio common stock held indirectly by the reporting person prior to the completion of the Business Combination.

Shares held by Micro NV LLC. The reporting person is the President of Micro NV LLC and, as such, has voting and investment discretion over the shares held by Micro NV LLC.

Pursuant to the BCA, upon the consummation of the Business Combination, the In-the-Money Options (as defined in the BCA) held by the reporting person prior to the completion of the Business Combination were canceled and extinguished in exchange for options to purchase shares of New Adagio Common Stock.

The options are fully vested; provided, however, that the reporting person may not exercise any of the options until a registration statement on Form S-8 covering the issuance of the options is filed by the Issuer with the SEC and declared effective.