AMENDMENT TO Stock Transfer Restriction Agreement

Exhibit 10.5

AMENDMENT TO
Stock Transfer Restriction Agreement

THIS AMENDMENT TO THE Stock Transfer Restriction Agreement (this “Amendment”) is made as of June 30, 2022, by and among LifeStance Health Group Inc., a Delaware limited liability company (the “Company”), TPG VIII Lynwood Holdings Aggregation, L.P. (“TPG”), and Xxxxxxxxx Xxxxx ( “Xxxxx” and collectively with the Company and TPG, the “Parties”). Any capitalized term not defined herein shall have the meaning given it in the Stock Transfer Restriction Agreement between the Parties and certain other Sponsor Investors, Management Investors and Employee and Other Investors, dated June 9, 2021 (the “Agreement”).

RECITALS

Whereas, the Parties wish to modify certain terms of the Agreement solely with respect to Booth;

NOW, THEREFORE, the Parties in consideration of the value to the Parties of this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

AGREEMENT

1.Transfer Restrictions. Solely with respect to Booth, effective on July 1, 2022, Section 2.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Management Investors. Until the two (2)-year anniversary of the closing of Initial Public Offering, no Management Investor shall Transfer a number of Shares exceeding the greater of: (i) that number of Shares the Transfer of which would result in the Relative Ownership Percentage of such Management Investor immediately following such Transfer being less than the Relative Ownership Percentage of the TPG Investor immediately following such Transfer; and (ii) ten percent (10%) of the Vested Equity of such Management Investor at the time of Transfer, in any three-month period (for the avoidance of doubt, excluding any Excluded Transfers).”

2.Remainder of Agreement Unaffected. Except to the extent expressly stated herein, the Agreement shall remain in full force and effect as written.

3. Facsimile and Counterpart Signature Pages. This Amendment may be executed by facsimile and in one or more counterparts, each of which counterparts will be deemed to be an original and all of which, which taken together, will be deemed to constitute one in the same agreement.

[Signature Page to Amendment Follows]

IN WITNESS WHEREOF, the Company and Grantee have executed and delivered this Amendment as of the first date written above.

THE COMPANY:
LifeStance Health Group, Inc.
Signature:	/s/ Xxxx Xxxxx
Name:	Xxxx Xxxxx
Title:	Chief Legal Officer
TPG:
TPG VIII Lynwood Holdings Aggregation, L.P.
Signature:	/s/ Xxxxxxx Xxxxxxxx
Name:	Xxxxxxx Xxxxxxxx
Title:	Vice President
THE PARTICIPANT:
Signature:	/s/ Xxxxxxxxx Xxxxx
	Xxxxxxxxx Xxxxx

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