Common use of Successors and Assigns; Amendment; Miscellaneous Clause in Contracts

Successors and Assigns; Amendment; Miscellaneous. This Warrant Exercise Series Letter Agreement shall be binding upon the parties hereto, and their respective legal successors and assigns. This Warrant Exercise Series Letter Agreement may not be modified or amended except by a writing signed by both parties hereto. The parties hereto agree to duly execute and deliver, or cause to be duly executed and delivered, such further documents and instruments and do and cause to be done such further acts, as may be reasonably requested by the other party in order to implement the terms and provisions of this Warrant Exercise Series Letter Agreement and to effectuate the purpose and intent hereof. This Warrant Exercise Series Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same agreement. The Company and the Depositary have caused this Warrant Exercise Series Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above. By: Name: Title: By: Name: Title: APPENDIX 1 to Warrant Exercise Series Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Letter Agreement”), by and between Compass Pathways plc Citibank, N.A. - ADR Department 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Account Management Rxxx.xxxxxxx@xxxx.xxx Kxxxx.Xxxxx@xxxx.xxx Lxxxxx.XxXxxx@xxxx.xxx Jxxxxx.Xxxxxx@xxxx.xxx jxxxx0.xxx@xxxx.xxx Ladies and Gentlemen: Reference is hereby made to (i) the Deposit Agreement, dated as of September 22, 2020 (the “Deposit Agreement”), by and among Compass Pathways plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (“ADSs”) issued thereunder, (ii) the Restricted ADS Letter Agreement, dated as of August 18, 2023 (the “Restricted ADS Letter Agreement”), by and between the Company and the Depositary, and (iii) the Warrant Exercise Series Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Letter Agreement”), by and between the Company and the Depositary. Capitalized terms used but not defined herein shall have the meanings given to them in the Deposit Agreement, or, in the event so noted herein, in the Warrant Exercise Series Letter Agreement. In accordance with and subject to the terms set forth in the Warrant Exercise Series Letter Agreement, the Deposit Agreement and the Restricted ADS Letter Agreement, and in all cases pursuant to a Warrant Exercise (as defined in the Warrant Exercise Series Letter Agreement), the Company hereby notifies the Depositary that it has deposited the number of Warrant Shares identified below on behalf of the specified Warrant Holder (or beneficial owner) thereof and hereby instructs the Depositary: [The following applies to unrestricted ADSs ONLY] (A) to issue the number of ADSs identified below: Number of Shares deposited: ___________ Shares. Number of ADSs to be issued (CUSIP No.: 20000X000): ___________ ADSs. AND (B) to deliver the ADSs to: (i) DTC Name of DTC Participant to which the ADSs are to be delivered: _____________________________ DTC Participant Account No.: _____________________________ Account No. for recipient of ADSs at DTC Participant (f/b/o information): _____________________________ Name on whose behalf the above number of ADSs are to be issued and delivered: _____________________________ Contact person at DTC Participant: _____________________________ Daytime telephone number of contact person at DTC Participant: _____________________________ (ii) to a book entry account maintained on the records of the Depositary (outside of DTC) Name of person to whom the Restricted ADSs are to be registered: _____________________________ Street Address: _____________________________ _____________________________ City, State, and Country: _____________________________ E-mail Address: _____________________________ Nationality: _____________________________ Social Security or Tax Identification Number: _____________________________ Daytime telephone number of contact person: _____________________________ [The following applies to Restricted ADSs ONLY] (A) to issue the number of Restricted ADSs identified below: Number of Shares deposited: ___________ Shares. Number of Restricted ADSs to be issued (CUSIP No.: 20000X000): ___________ Restricted ADSs. AND (B) to deliver the Restricted ADSs to a book entry account maintained on the records of the Depositary:

Successors and Assigns; Amendment; Miscellaneous. This Warrant Exercise Series Letter Agreement shall be binding upon the parties hereto, and their respective legal successors and assigns. This Warrant Exercise Series Letter Agreement may not be modified or amended except by a writing signed by both parties hereto. The parties hereto agree to duly execute and deliver, or cause to be duly executed and delivered, such further documents and instruments and do and cause to be done such further acts, as may be reasonably requested by the other party in order to implement the terms and provisions of this Warrant Exercise Series Letter Agreement and to effectuate the purpose and intent hereof. This Warrant Exercise Series Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same agreement. The Company and the Depositary have caused this Warrant Exercise Series Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Chief Financial Officer By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Vice President APPENDIX 1 to Warrant Exercise Series Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Letter Agreement”), by and between Compass Pathways plc Citibank, N.A. - ADR Department 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Account Management Rxxx.xxxxxxx@xxxx.xxx Kxxxx.Xxxxx@xxxx.xxx Lxxxxx.XxXxxx@xxxx.xxx Jxxxxx.Xxxxxx@xxxx.xxx jxxxx0.xxx@xxxx.xxx Ladies and Gentlemen: Reference is hereby made to (i) the Deposit Agreement, dated as of September 22, 2020 (the “Deposit Agreement”), by and among Compass Pathways plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (“ADSs”) issued thereunder, (ii) the Restricted ADS Letter Agreement, dated as of August 18, 2023 (the “Restricted ADS Letter Agreement”), by and between the Company and the Depositary, and (iii) the Warrant Exercise Series Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Letter Agreement”), by and between the Company and the Depositary. Capitalized terms used but not defined herein shall have the meanings given to them in the Deposit Agreement, or, in the event so noted herein, in the Warrant Exercise Series Letter Agreement. In accordance with and subject to the terms set forth in the Warrant Exercise Series Letter Agreement, the Deposit Agreement and the Restricted ADS Letter Agreement, and in all cases pursuant to a Warrant Exercise (as defined in the Warrant Exercise Series Letter Agreement), the Company hereby notifies the Depositary that it has deposited the number of Warrant Shares identified below on behalf of the specified Warrant Holder (or beneficial owner) thereof and hereby instructs the Depositary: [The following applies to unrestricted ADSs ONLY] (A) to issue the number of ADSs identified below: Number of Shares deposited: ___________ Shares. Number of ADSs to be issued (CUSIP No.: 20000X000): ___________ ADSs. AND (B) to deliver the ADSs to: (i) DTC Name of DTC Participant to which the ADSs are to be delivered: _____________________________ DTC Participant Account No.: _____________________________ Account No. for recipient of ADSs at DTC Participant (f/b/o information): _____________________________ Name on whose behalf the above number of ADSs are to be issued and delivered: _____________________________ Contact person at DTC Participant: _____________________________ Daytime telephone number of contact person at DTC Participant: _____________________________ (ii) to a book entry account maintained on the records of the Depositary (outside of DTC) Name of person to whom the Restricted ADSs are to be registered: _____________________________ Street Address: _____________________________ _____________________________ City, State, and Country: _____________________________ E-mail Address: _____________________________ Nationality: _____________________________ Social Security or Tax Identification Number: _____________________________ Daytime telephone number of contact person: _____________________________ [The following applies to Restricted ADSs ONLY] (A) to issue the number of Restricted ADSs identified below: Number of Shares deposited: ___________ Shares. Number of Restricted ADSs to be issued (CUSIP No.: 20000X000): ___________ Restricted ADSs. AND (B) to deliver the Restricted ADSs to a book entry account maintained on the records of the Depositary:

Successors and Assigns; Amendment; Miscellaneous. This Warrant Exercise Affiliate and Restricted Securities Series Letter Agreement shall be binding upon the parties hereto, and their respective legal successors and assigns. This Warrant Exercise Affiliate and Restricted Securities Series Letter Agreement may not be modified or amended except by a writing signed by both parties hereto. The parties hereto agree to duly execute and deliver, or cause to be duly executed and delivered, such further documents and instruments and do and cause to be done such further acts, as may be reasonably requested by the other party in order to implement the terms and provisions of this Warrant Exercise Affiliate and Restricted Securities Series Letter Agreement and to effectuate the purpose and intent hereof. This Warrant Exercise Affiliate and Restricted Securities Series Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same agreement. The Company and the Depositary have caused this Warrant Exercise Affiliate and Restricted Securities Series Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above. By: Name: Title: By: Name: Title: APPENDIX 1 SERIES EXHIBIT B to Warrant Exercise Series Restricted ADS Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Restricted ADS Letter Agreement”), by and between Compass Pathways plc Citibank, N.A. - ADR Department 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnAttention: Account Management Rxxx.xxxxxxx@xxxx.xxx Kxxxx.Xxxxx@xxxx.xxx Lxxxxx.XxXxxx@xxxx.xxx Jxxxxx.Xxxxxx@xxxx.xxx jxxxx0.xxx@xxxx.xxx Rxxx Xxxxxxx Re: PIPE Securities Series Letter Agreement Ladies and Gentlemen: Reference is hereby made to (i) the Deposit Agreement, dated as of September 22, 2020 (the “Deposit Agreement”), by and among Compass Pathways plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (“ADSs”) issued thereunder, and (ii) the Restricted ADS Letter Agreement, dated as of August 18, 2023 (the “Restricted ADS Letter Agreement”), by and between the Company and the Depositary, and (iii) the Warrant Exercise Series Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Letter Agreement”), by and between the Company and the Depositary. Capitalized terms used but not defined herein shall have the meanings given to them in the Deposit Agreement, or, in the event so noted herein, in the Warrant Exercise Series Restricted ADS Letter Agreement. In accordance with and subject to The Company has, upon the terms set forth in that certain Securities Purchase Agreement, dated as of August 16, 2023 (the Warrant Exercise Series “Securities Purchase Agreement”), by and among the Company and each purchaser identified on Exhibit A thereto (each, an “ADS Purchaser”), offered and agreed to sell an aggregate of (i) 16,076,750 ADSs of the Company to the ADS Purchasers, such ADSs to be issued to the ADS Purchasers by the Depositary in the form of Restricted ADSs upon the terms set forth herein and the Restricted ADS Letter Agreement, and (ii) warrants to purchase up to 16,076,750 ADSs, in each case in reliance upon the exemptions from registration afforded by the provisions of Section 4(a)(2) (the “Section 4(a)(2) Exemption”) of the Securities Act of 1933, as amended (the “Securities Act”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act (such transaction, the “Private Placement”). The purpose and intent of this PIPE Securities Series Letter Agreement is to supplement the Deposit Agreement and the Restricted ADS Letter Agreement, and in all cases pursuant to a Warrant Exercise (as defined in Agreement for the Warrant Exercise Series Letter Agreement), the Company hereby notifies the Depositary that it has deposited the number purpose of Warrant Shares identified below on behalf of the specified Warrant Holder (or beneficial owner) thereof and hereby instructs the Depositary: [The following applies to unrestricted ADSs ONLY] (A) to issue the number of ADSs identified below: Number of Shares deposited: ___________ Shares. Number of ADSs to be issued (CUSIP No.: 20000X000): ___________ ADSs. AND (B) to deliver the ADSs to: accommodating (i) DTC Name of DTC Participant to which the ADSs are to be delivered: _____________________________ DTC Participant Account No.: _____________________________ Account No. for recipient of ADSs at DTC Participant (f/b/o information): _____________________________ Name on whose behalf the above number of ADSs are to be issued and delivered: _____________________________ Contact person at DTC Participant: _____________________________ Daytime telephone number of contact person at DTC Participant: _____________________________ (ii) to a book entry account maintained on the records of the Depositary (outside of DTC) Name of person to whom the Restricted ADSs are to be registered: _____________________________ Street Address: _____________________________ _____________________________ City, State, and Country: _____________________________ E-mail Address: _____________________________ Nationality: _____________________________ Social Security or Tax Identification Number: _____________________________ Daytime telephone number of contact person: _____________________________ [The following applies to Restricted ADSs ONLY] (A) to issue the number of Restricted ADSs identified below: Number of Shares deposited: ___________ Shares. Number issuance of Restricted ADSs to be issued the ADS Purchasers in connection with the Private Placement (CUSIP No.: 20000X000): ___________ such Restricted ADSs, “Private Placement ADSs”), (ii) the sale, transfer or cancellation of such Private Placement ADSs, and (iii) certain ancillary transactions further described below. AND (B) to deliver For good and valuable consideration, the Restricted ADSs to a book entry account maintained on receipt and sufficiency of which are hereby acknowledged, the records Company and the Depositary hereby agree, notwithstanding the terms of the DepositaryDeposit Agreement, as follows:

Successors and Assigns; Amendment; Miscellaneous. This Warrant Exercise PIPE Securities Series Letter Agreement shall be binding upon the parties hereto, and their respective legal successors and assigns. This Warrant Exercise PIPE Securities Series Letter Agreement may not be modified or amended except by a writing signed by both parties hereto. The parties hereto agree to duly execute and deliver, or cause to be duly executed and delivered, such further documents and instruments and do and cause to be done such further acts, as may be reasonably requested by the other party in order to implement the terms and provisions of this Warrant Exercise PIPE Securities Series Letter Agreement and to effectuate the purpose and intent hereof. This Warrant Exercise Series PIPE Securities Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same agreement. The Company and the Depositary have caused this Warrant Exercise Series PIPE Securities Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above. By: Name: Title: By: Name: Title: APPENDIX 1 SERIES EXHIBIT C to Warrant Exercise Series Restricted ADS Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Restricted ADS Letter Agreement”), by and between Compass Pathways plc Citibank, N.A. - ADR Department 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnAttention: Account Management Rxxx.xxxxxxx@xxxx.xxx Kxxxx.Xxxxx@xxxx.xxx Lxxxxx.XxXxxx@xxxx.xxx Jxxxxx.Xxxxxx@xxxx.xxx jxxxx0.xxx@xxxx.xxx Rxxx Xxxxxxx Re: Warrant Exercise Series Letter Agreement Ladies and Gentlemen: Reference is hereby made to (i) the Deposit Agreement, dated as of September 22, 2020 (the “Deposit Agreement”), by and among Compass Pathways plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (“ADSs”) issued thereunder, and (ii) the Restricted ADS Letter Agreement, dated as of August 18, 2023 (the “Restricted ADS Letter Agreement”), by and between the Company and the Depositary, and (iii) the Warrant Exercise Series Letter Agreement, dated as of August 18, 2023 (the “Warrant Exercise Series Letter Agreement”), by and between the Company and the Depositary. Capitalized terms used but not defined herein shall have the meanings given to them in the Deposit Agreement, or, in the event so noted herein, in the Warrant Exercise Series Restricted ADS Letter Agreement. In accordance with and subject to The Company has, upon the terms set forth in that certain Securities Purchase Agreement, dated as of August 16, 2023 (the “Securities Purchase Agreement”), by and among the Company and each purchaser identified on Exhibit A thereto (the “ADS Purchasers”), offered and agreed to sell an aggregate of (i) 16,076,750 ADSs of the Company to the ADS Purchasers, such ADSs to be issued to the ADS Purchasers by the Depositary in the form of Restricted ADSs upon the terms set forth herein and the Restricted ADS Letter Agreement, and (ii) warrants (as each may be amended from time to time, the “Warrants”) to purchase up to 16,076,750 ADSs, in each case in reliance upon the exemptions from registration afforded by the provisions of Section 4(a)(2) (the “Section 4(a)(2) Exemption”) of the Securities Act of 1933, as amended (the “Securities Act”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act. The purpose and intent of this Warrant Exercise Series Letter Agreement, Agreement is to supplement the Deposit Agreement and the Restricted ADS Letter AgreementAgreement for the purpose of accommodating (i) the deposit of Shares (the “Warrant Shares”), by the Company or by, or on behalf of, a holder of Warrants (each, a “Warrant Holder”) upon such Warrant Holder’s exercise of a Warrant (a “Warrant Exercise”), (ii) the issuance of unrestricted, freely transferable ADSs (the “Unrestricted Warrant ADSs”) or Restricted ADSs (the “Restricted Warrant ADSs” and together with Unrestricted Warrant ADSs, the “Warrant ADSs”) to the Warrant Holders, as applicable, in connection with a Warrant Exercise, (iii) the sale, transfer or cancellation of such Restricted Warrant ADSs, and in all cases pursuant to a Warrant Exercise (as defined in iv) certain ancillary transactions further described below. For good and valuable consideration, the Warrant Exercise Series Letter Agreement)receipt and sufficiency of which are hereby acknowledged, the Company hereby notifies and the Depositary that it has deposited hereby agree, notwithstanding the number of Warrant Shares identified below on behalf terms of the specified Warrant Holder (or beneficial owner) thereof and hereby instructs the Depositary: [The following applies to unrestricted ADSs ONLY] (A) to issue the number of ADSs identified below: Number of Shares deposited: ___________ Shares. Number of ADSs to be issued (CUSIP No.: 20000X000): ___________ ADSs. AND (B) to deliver the ADSs toDeposit Agreement, as follows: (i) DTC Name of DTC Participant to which the ADSs are to be delivered: _____________________________ DTC Participant Account No.: _____________________________ Account No. for recipient of ADSs at DTC Participant (f/b/o information): _____________________________ Name on whose behalf the above number of ADSs are to be issued and delivered: _____________________________ Contact person at DTC Participant: _____________________________ Daytime telephone number of contact person at DTC Participant: _____________________________ (ii) to a book entry account maintained on the records of the Depositary (outside of DTC) Name of person to whom the Restricted ADSs are to be registered: _____________________________ Street Address: _____________________________ _____________________________ City, State, and Country: _____________________________ E-mail Address: _____________________________ Nationality: _____________________________ Social Security or Tax Identification Number: _____________________________ Daytime telephone number of contact person: _____________________________ [The following applies to Restricted ADSs ONLY] (A) to issue the number of Restricted ADSs identified below: Number of Shares deposited: ___________ Shares. Number of Restricted ADSs to be issued (CUSIP No.: 20000X000): ___________ Restricted ADSs. AND (B) to deliver the Restricted ADSs to a book entry account maintained on the records of the Depositary: