Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PREFERRED STOCK PURCHASE AGREEMENT GABA THERAPEUTICS, INC.Preferred Stock Purchase Agreement • June 4th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 29th day of August 2019 by and between GABA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and ATAI Life Sciences AG, a German stock corporation or an affiliate thereof (“ATAI” or “Purchaser”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of this __ of June 2021, by and between ATAI Life Sciences US, Inc. a Delaware corporation (the “Company”) and Greg Weaver (the “Executive”). The Company and the Executive may each be referred to in this Agreement individually, as a “Party” and collectively, as the “Parties.”
THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 12th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This THIRD AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 8, 2024 (as amended, restated, modified and/or supplemented, from time to time, this “Agreement”), amending and restating the Amended and Restated Loan Agreement originally effective as of March 8, 2021 and as amended and restated as of September 14, 2021, and further amended and restated as of September 30, 2023 (the “Existing Agreement”), is made by and among INTELGENX CORP., ATAI LIFE SCIENCES AG and INTELGENX TECHNOLOGIES CORP.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIRD...Loan and Security Agreement • August 14th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations • California
This THIRD Amendment to Loan and Security Agreement (this “Amendment”) is dated as of August 14, 2024 and is entered into by and among ATAI LIFE SCIENCES N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, its registered office at Wallstraße 16, 10179 Berlin, Federal Republic of Germany, and registered with the trade register of the Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 80299776 (“Parent”), ATAI LIFE SCIENCES AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany and registered with the commercial register of the local court of Munich under HRB 239201, with business address at Wallstraße 16, 10179 Berlin (“ATAI Germany”, and together with Parent, ATAI Germany and each other Person party to the Loan Agreement as a borrower from time to time, individually or collectively, as the conte
FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • May 15th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
AGREEMENT (this “Amendment”) is entered into as of August 15 , 2023, by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), RECOGNIFY LIFE SCIENCES, INC., f/k/a FSV7, INC., a Delaware corporation (the “Company”) and the other persons and entities listed on Exhibit A hereto (the “Shareholders” and collectively with ATAI and the Company, the “Parties”).
CERTAIN CONFIDENTIAL INFORMATIN ONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Subscription and Shareholders’ Agreement • January 4th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
AMENDED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 31st, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 25th of August 2023, by and between ATAI Life Sciences US, Inc. a Delaware corporation (the “Company”) and Stephen Bardin (the “Executive”). The Company and the Executive may each be referred to in this Agreement individually, as a “Party” and collectively, as the “Parties.”
Certain information in this document has been omitted from this exhibit because it is both EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
This Agreement is dated 6/8, 2020 (the “Effective Date”), and is between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and KURES, INC., a Delaware corporation (the “Company”). Columbia and Company agree as follows:
SEPARATION AGREEMENTSeparation Agreement • May 15th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
Executive is currently Chief Executive Officer of the Company (the “CEO”) and of the companies affiliated with the Company (hereinafter only "Affiliated Companies"). Executive and ATAI Life Sciences AG (a German stock corporation with its statutory seat in Munich, Germany, “ATAI AG”), which is now wholly owned by the Company, had entered into a service agreement dated June 5, 2019 (the “Prior Service Agreement”), which was replaced by a new service agreement dated June 10, 2021 (hereinafter referred to as the "Service Agreement" and the resulting contractual relationship as the "Service Relationship").
Transition and Separation AgreementTransition and Separation Agreement • June 17th, 2022 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This Transition and Separation Agreement (“Agreement”) is made as of June 15, 2022 (the “Notice Date”), by and among ATAI Life Sciences US, Inc. (the “Company”), ATAI Life Sciences N.V. (“Parent”) and Greg Weaver (the “Executive”) (collectively referred to as the “parties” or individually referred to as a “party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • June 4th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations
THIS AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of 15 May 2021 (the “Effective Date”), by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), GABA THERAPEUTICS, LLC, a Delaware limited liability company, (“Founder” and referred to together with ATAI, as “Shareholders”) and GABA THERAPEUTICS, INC., a Delaware corporation (the “Company” and referred to, collectively with ATAI and the Founder, as the “Parties”).
SERVICE AGREEMENTService Agreement • June 11th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations
●] Common Shares ATAI LIFE SCIENCES B.V. UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material. AMENDMENT TO SERIES A...Series a Preferred Stock Purchase Agreement • March 24th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
(this “Amendment”) is entered into as of May 25, 2021 (the “Effective Date”), by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), and FSV7, INC., a Delaware corporation now named RECOGNIFY LIFE SCIENCES, INC. (the “Company” and referred to, collectively with ATAI, as the “Parties”).
SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • March 24th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
AGREEMENT (this “Second Amendment”) is entered into as of September 17, 2021 (the “Effective Date”), by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), and RECOGNIFY LIFE SCIENCES, INC., a Delaware corporation, formerly known as FSV7, Inc. (the “Company” and referred to, collectively with ATAI, as the “Parties”).
AGREEMENTConvertible Debenture Agreement • September 7th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) is dated August 31, 2023 among ATAI Life Sciences AG (“ATAI”), IntelGenx Technologies Corp. (the “Company”) and IntelGenx Corp. (the “Subsidiary”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. STOCK PURCHASE AGREEMENT BY AND BETWEEN ATAI US 2, INC. AND JONATHAN SPORN DATED...Stock Purchase Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2018 by and among ATAI US 2, Inc., a Delaware corporation (the “Buyer”) and Dr. Jonathan Sporn, an individual (“Seller”).
LICENSE AND COLLABORATION AGREEMENT by and between PERCEPTION NEUROSCIENCE, INC. and OTSUKA PHARMACEUTICAL CO., LTD. Dated as of March 11, 2021License and Collaboration Agreement • May 27th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is entered into as of March 11, 2021 (the “Effective Date”) by and between Perception Neuroscience, Inc., a company organized and existing under the laws of Delaware, having an address at 180 Varick Street, Suite 637, New York, NY 10014, USA (“Perception”) and Otsuka Pharmaceutical Co., Ltd., a company organized and existing under the laws of Japan, having an address at 2-9, Kanda Tsukasa-machi, Chiyoda-ku, Tokyo 101-8535, Japan (“Otsuka”). Perception and Otsuka are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2020, between The Trustees of Columbia University in the City of New York, a New York corporation (“Columbia”), and Kures Inc., a Delaware corporation (the “Corporation”).
Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material. OMNIBUS AMENDMENTOmnibus Amendment • March 24th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
THIS OMNIBUS AMENDMENT (this “Amendment”) is entered into as of October 05, 2022, by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), RECOGNIFY LIFE SCIENCES, INC., f/k/a FSV7, INC., a Delaware corporation, a Delaware corporation (the “Company”) and the other persons and entities listed on Exhibit A hereto (the “Shareholders” and collectively with ATAI (and ATAI LIFE SCIENCES US, INC., only for purposes of Section 5 below), and the Company, the “Parties”).
Termination and New Consultancy AgreementConsultancy Agreement • January 9th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
ATAI AG and Consultant hereby agree to terminate the AG Consultancy Agreement subject to the NV Consultancy Agreement between ATAI NV and Consultant becoming effective.
AMENDED AND RESTATED LICENSE AGREEMENT between ALLERGAN SALES, LLC and FSV7, LLC Dated as of February 21, 2020License Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”) is made and entered into effective as of February 21, 2020 (the “Effective Date”) by and between Allergan Sales, LLC, a Delaware limited liability company (“Allergan”) and FSV7, LLC, a Delaware limited liability company (“Licensee”). Allergan and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Certain information in this document has been omitted from this exhibit because it is both Consultancy AgreementConsultancy Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations
First AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 24th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is dated as of March 13, 2023 and is entered into by and among ATAI LIFE SCIENCES N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, its registered office at Wallstraße 16, 10179 Berlin, Federal Republic of Germany, and registered with the trade register of the Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 80299776 (“Parent”), ATAI LIFE SCIENCES AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany and registered with the commercial register of the local court of Munich under HRB 239201, with business address at Wallstraße 16, 10179 Berlin (“ATAI Germany”, and together with Parent, ATAI Germany and each other Person party to the Loan Agreement as a borrower from time to time, individually or collectively, as the contex
FORM OF SHARE PURCHASE DEEDShare Purchase Agreement • January 4th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations • England
DATE: 18 January 2024 SHARE PURCHASE DEEDShare Purchase Deed • January 23rd, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations • England
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FSV7, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT November 6, 2020Series a Preferred Stock Purchase Agreement • May 27th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • Delaware
THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of November 6, 2020, by and among FSV7, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 12th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of September 30, 2023 by and among IntelGenx Technologies Corp. (the “Issuer”) and atai Life Sciences AG (the “Subscriber”).
Separation Agreement and ReleaseSeparation Agreement and Release • February 6th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
This Separation Agreement and Release (“Agreement”) is made by and between Stephen Bardin (“Executive”), ATAI Life Sciences N.V. (“Parent”) and ATAI Life Sciences US, Inc., a Delaware corporation (together with any successor, the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in Executive’s Amended Executive Employment Agreement with the Company, dated August 25, 2023 (the “Employment Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
The undersigned (the “Subscriber”) hereby tenders this subscription and applies for the purchase of 2,220 units (the “Initial Units”) of IntelGenx Technologies Corp., a Delaware corporation (the “Issuer”), with each Initial Unit consisting of (i) U.S. $1,000 of 12% Convertible Promissory Notes (the “Notes”) and (ii) 5,405 common stock purchase warrants (each warrant, a “Warrant”) equal to the quotient of U.S. $1,000 divided by the Initial Conversion Price (minimum investment U.S. $50,000, with additional investment of U.S. $10,000 and integral multiples thereof), upon the terms and conditions set forth below (the “Initial Subscription”). The “Initial Conversion Price” means U.S. $ 0.185.
Partnership Agreement (Gesellschaftsvertrag) of ATAI Life Sciences HSOP GbR Dated: 21 August 2020 Execution versionPartnership Agreement • June 11th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SERIES A PREFERRED STOCK PURCHASE AGREEMENT DEMERX IB, INC.Series a Preferred Stock Purchase Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 27th day of December 2019 by and among DemeRx IB, Inc., a Delaware corporation (the “Company”), ATAI Life Sciences AG, a German stock corporation or an Affiliate thereof (“ATAI”) and DemeRx, Inc., a Florida corporation (“DemeRx” and together with ATAI each a “Stockholder” and together the “Stockholders”).
Certain information in this document has been omitted from this exhibit because it is both LICENSE AGREEMENTLicense Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • Tokyo
This License Agreement (the “Agreement”) is entered into on the 14th of August 2017 (“Effective Date”), by and between National University Corporation Chiba University, having an address at 1-33 Yayoi-cho, Inage-ku, Chiba-shi, Chiba 263-8522 JAPAN (“Licensor”) and Perception Neurosciences, Inc. having an address at 113 University Place Suite 1019 New York, New York USA 10003 (the “Company”) (each of Licensor and the Company referred to as a “Party” and collectively as the “Parties”).
