Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • September 19th, 2019 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Ovid Therapeutics Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,262,000 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for a total of 1,262 shares of Series A Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Amended and Restated Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 1,262,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
