MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Pasithea Therapeutics Corp., AlloMek Therapeutics, LLC, The Persons listed on Schedule 1.1, and Uday Khire, as the Representative Dated October 11, 2022Membership Interest Purchase Agreement • October 12th, 2022 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into on October 11, 2022 by and among Pasithea Therapeutics Corp., a Delaware Corporation (“Buyer”), AlloMek Therapeutics, LLC, a Delaware limited liability company (the “Company”), the Persons listed on Schedule 1.1 (each individually a “Seller” and collectively, “Sellers”), and Uday Khire, not individually but in his capacity as the representative of Sellers (the “Representative”). Buyer, the Company, Sellers and the Representative are referred to collectively herein as the “Parties” and individually as a “Party.” Unless otherwise specifically stated, each Seller shall be jointly and severally liable with each other Seller for the liabilities and obligations of each and all Sellers hereunder.
Exhibit A Form of Lock-Up AgreementPasithea Therapeutics Corp. • October 12th, 2022 • Pharmaceutical preparations • Delaware
The undersigned (the “Shareholder”) understands that: (i) Pasithea Therapeutics Corp., a Delaware corporation (“Buyer”) has entered into a Membership Interest Purchase Agreement, dated as of October 11, 2022 (the “MIPA”) by and among Buyer, AlloMek Therapeutics, LLC, a Delaware limited liability company (the “Company”), the Persons listed on Schedule 1.1 to the MIPA (each individually a “Seller” and collectively, “Sellers”), and Uday Khire, not individually but in his capacity as the representative of Sellers (the “Representative”), pursuant to which each Seller sold, transfered, assigned, conveyed, and delivered to Buyer, and Buyer purchased, acquired, and accepted from each Seller, all (but not less than all) of the securities of the Company held by each such Seller, as set forth opposite each Seller’s name on Schedule 1.1 to the MIPA. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the MIPA.
