The |
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
(Nasdaq Global Market)
|
Item 1.01 |
Entry Into a Material Definitive Agreement.
|
Item 2.01 |
Completion of Acquisition or Disposition of Assets.
|
Item 7.01 |
Regulation FD Disclosure.
|
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit
No.
|
Description
|
|
Amended and Restated Subscription and Shareholders’ Agreement Relating to Beckley Psytech Limited, dated January 3, 2024, by and among the Company, Beckley Psytech Limited, and certain other persons set forth
therein.
|
||
Form of Share Purchase Deed by and among the Company and certain persons set forth therein.
|
||
Press Release of atai Life Sciences N.V., dated January 4, 2024.
|
||
104
|
Cover Page Interactive Data File (embedded within the inline XBRL document).
|
|
†
|
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10)(iv). Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the Securities and Exchange Commission.
|
|
*
|
Furnished herewith.
|
ATAI LIFE SCIENCES N.V.
|
||
Date: January 4, 2024
|
By:
|
/s/ Florian Brand
|
Name:
|
Florian Brand
|
|
Title:
|
Chief Executive Officer
|
DATE: JANUARY 3, 2024
|
||
AMENDED AND RESTATED
SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT RELATING TO BECKLEY PSYTECH LIMITED |
||
Between
THE NEW INVESTOR
and
THE EXISTING INVESTORS
and
THE FOUNDERS
and
THE FOUNDING SHAREHOLDERS
and
THE COMPANY
|
||
CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London EC4N 6AF
T +[***]
F +[***]
cms.law
|
TABLE OF CONTENTS
|
||
1.
|
Definitions
|
1
|
2.
|
Interpretation
|
7
|
3.
|
Amendment, Restatement and Execution
|
9
|
4.
|
Subscriptions
|
9
|
5.
|
Secondary Sale
|
10
|
6.
|
Completion
|
10
|
Deferred Payment
|
11
|
|
7.
|
Warranties and Indemnity
|
12
|
8.
|
Limitations on Warranty Claims
|
13
|
9.
|
The Board and the Investor Directors
|
13
|
10.
|
Information Rights
|
14
|
11.
|
Investor consents
|
15
|
12.
|
The New Investor’s Support Obligations
|
16
|
13.
|
The New Investor’s right of first refusal in respect of an Asset Sale or IP Sale
|
18
|
14.
|
The New Investor’s right of first negotiation in respect of a Sale or IP Sale
|
19
|
15.
|
Undertakings
|
20
|
16.
|
Further Issue and transfer of shares
|
20
|
17.
|
Registration Rights
|
20
|
18.
|
Founder Covenants
|
21
|
19.
|
Confidentiality
|
23
|
20.
|
Announcements
|
24
|
21.
|
Costs and Expenses
|
25
|
22.
|
Survival and Cessation of Obligations of the Founders
|
25
|
23.
|
Effect of Ceasing to hold Shares
|
25
|
24.
|
Cumulative remedies
|
25
|
25.
|
Waiver
|
26
|
26.
|
Entire Agreement
|
26
|
27.
|
Other Agreements
|
26
|
28.
|
Variation and termination
|
26
|
29.
|
No Partnership
|
27
|
30.
|
Assignment and transfer
|
27
|
31.
|
Rights of Third Parties
|
27
|
32.
|
Conflict between Agreements
|
28
|
33.
|
Counterparts; No Originals
|
28
|
34.
|
Notices
|
28
|
35.
|
Severance
|
28
|
36.
|
Governing Law
|
29
|
37.
|
Jurisdiction
|
29
|
38.
|
Confirmation by the Founders and Existing Investors
|
29
|
39.
|
Nature of New Investor’s Business
|
29
|
40.
|
Regulatory matters
|
30
|
41.
|
US Tax Covenants
|
30
|
Schedule 1
|
32
|
|
Part 1 The New Investor
|
32
|
|
Part 2 The Existing Investors
|
32
|
|
Part 3 The Founders
|
43
|
|
Part 4 The Founding Shareholders
|
43
|
|
Schedule 2
|
Particulars |
44
|
Part 1
|
||
Particulars of the Company
|
||
Part 2 Particulars of the Subsidiaries
|
||
Schedule 3
|
45
|
|
Members of the Company – pre-Completion
|
45
|
|
Schedule 4
|
Conditions to Completion
|
46 |
Schedule 5
|
Warranties
|
47
|
Schedule 6
|
61
|
|
Part 1 Matters requiring Special Investor Majority Consent
|
61
|
|
Part 2 Matters requiring Series C Investor Majority Consent
|
61
|
|
Part 3 Matters requiring Investor Director Consent
|
62
|
|
Part 4 Matters requiring atai Investor Director Consent
|
62
|
|
Schedule 7
|
Undertakings
|
64
|
Schedule 8
|
Deed of Adherence
|
67
|
Schedule 9
|
Use of Proceeds
|
68
|
Schedule 10
|
PFIC Annual Information Statement
|
69
|
(1) |
ATAI LIFE SCIENCES N.V., a company incorporated in the Netherlands with company number 80299776, whose registered office is at Wallstraße 16, 10179 Berlin, Germany
(the “New Investor”);
|
(2) |
The persons whose names and addresses are set out in Part 2 of schedule 1 (the “Existing Investors” and each an “Existing Investor”);
|
(3) |
The persons whose names and addresses are set out in Part 3 of schedule 1 (together, the “Founders” and each a “Founder”);
|
(4) |
The persons whose names and addresses are set out in Part 4 of schedule 1 (together, the “Founding Shareholders”); and
|
(5) |
(A) |
The Company is a company limited by shares, brief particulars of which are set out in schedule 2.
|
(B) |
Details of the legal and beneficial ownership of the share capital of the Company are set out in schedule 3.
|
(C) |
Pursuant to clause 23.1 of the Prior Agreement (defined below), the Prior Agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent
of the Company and by Shareholders (defined below) holding at least 75% (seventy-five per cent.) of the Equity Shares (excluding Treasury Shares) (each term as defined below) held by the Shareholders (together, the “Requisite Parties”).
|
(D) |
The Requisite Parties wish to amend and restate the Prior Agreement in its entirety on the terms of this agreement and to accept the rights created pursuant hereto in lieu of the rights granted under the
Prior Agreement.
|
(E) |
The New Investor wishes to subscribe for shares in the capital of the Company on and subject to the terms of this agreement.
|
(F) |
All the parties hereto agree that they will comply with the terms and conditions of this agreement insofar as they relate to them.
|
1. |
DEFINITIONS
|
(a) |
Regulation (EU) 2016/679; and
|
(b) |
UK GDPR;
|
(a) |
the share option plan(s) of the Company from time to time; and
|
(b) |
any agreement in respect of the award of shares (including restricted shares and restricted unit awards), growth shares or hurdle shares, or share option agreements of the Company, in each case as amended
from time to time;
|
2. |
INTERPRETATION
|
2.1 |
The clause and paragraph headings and the table of contents used in this agreement are inserted for ease of reference only and shall not affect construction.
|
2.2 |
References to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.
|
2.3 |
Reference to a party or parties is to a party or parties of the agreement.
|
2.4 |
References to documents “in the agreed form” are to documents in terms agreed on behalf of the Company and by the New Investor (or on behalf of the New Investor) in
writing.
|
2.6 |
References to those of the parties that are individuals include their respective legal personal representatives.
|
2.7 |
References to “writing” or “written” includes any non-transitory form of visible reproduction of words.
|
2.9 |
Reference to “issued Shares” of any class or Shares of any class “in issue” shall exclude any Shares of that class held as
Treasury Shares from time to time, unless stated otherwise.
|
2.10 |
Reference to the “holders” of a class of Shares shall exclude the Company holding Shares of that class as Treasury Shares from time to time, unless stated otherwise.
|
2.13 |
Section 1122 of the CTA 2010 shall apply to determine whether one person is connected with another for the purposes of this agreement.
|
2.15.1 |
in the case of a Series AB Investor Director, require Series AB Investor Consent; and
|
2.15.2 |
in the case of an atai Investor Director, require the prior written consent of the New Investor.
|
3. |
AMENDMENT, RESTATEMENT AND EXECUTION
|
3.3 |
3.4 |
If the circumstances contemplated by clause 3.1 apply and without prejudice to clauses 3.1, 3.2 and 3.3:
|
3.4.1 |
each such party that has then executed and delivered this agreement hereby agrees and acknowledges that the provisions of this agreement shall be valid and binding upon him, her or it and enforceable against
him, her or it, in accordance with its terms; and
|
3.4.2 |
the Company agrees to use its reasonable endeavours to procure that all those persons who have not executed this agreement enter into a Deed of Adherence or such other agreement acknowledging the amendment
and restatement of this agreement (agreeable to the Company) as soon as reasonably practicable (and, in any event, within 30 Business Days (or such other period of time as may be agreed between the Company and the New Investor, acting
reasonably)) after the date of this agreement.
|
4. |
SUBSCRIPTIONS
|
4.1 |
No. of Series C Shares
|
Total Subscription Amount (US$)
|
24,096,385
|
$39,999,999.10
|
5. |
SECONDARY SALE
|
5.2 |
If on the Secondary Sale Completion Date there are not sufficient offers to the New Investor from amongst the Shareholders to acquire all of the Secondary Sale Shares (such shortfall of Equity Shares, the “Secondary Sale Shortfall”), the Founding Shareholders shall sell, on the Secondary Sale Completion Date, pursuant to the Secondary Sale SPA, from their Ordinary Shares a number of Ordinary Shares
equal to the Secondary Sale Shortfall (in such other proportions as the Founding Shareholders may agree and if no agreement is a reached, each Founding Shareholder shall sell, pursuant to the Secondary Sale SPA, such number of
Ordinary Shares in proportion with their holding of Ordinary Shares).
|
6. |
COMPLETION
|
6.2 |
At Completion the following events shall occur:
|
6.2.1 |
the New Investor (or an Affiliate of the New Investor) shall pay the Initial Subscription Amount by electronic funds transfer to the bank account of the Company as set out below:
|
Account name:
|
Beckley Psytech Limited
|
Bank:
|
[***]
|
Account number:
|
[***]
|
Sort code:
|
[***]
|
IBAN:
|
[***]
|
Swift Code:
|
[***]
|
Currency:
|
US$;
|
6.2.2 |
the New Investor shall deliver to the Company the Deferred Payment Escrow Letter duly executed by the New Investor (or an Affiliate of the New Investor) and the Deferred Payment Escrow Provider;
|
6.2.3 |
a meeting of the Board shall be held at which the Company shall:
|
(b) |
execute and deliver to the New Investor new share certificates in respect of the New Investor’s New Shares; and
|
(c) |
pass any such other resolutions as may be required to carry out the obligations of the Company under this agreement; and
|
6.2.4 |
the Company shall deliver to the New Investor the items set out in schedule 4.
|
6.4 |
Subject to the terms of the Deferred Payment Escrow Letter:
|
6.4.1 |
at any time prior to the Deferred Payment Long Stop Date, the Company may (upon a determination by the Board that such funds are reasonably required in accordance with the Budget), at its sole discretion,
draw down (in whole or in separate instalments) up to an aggregate of $5,000,000 (five million dollars) (or up to such higher amount as agreed to by the New Investor in writing) from the Deferred Payment Escrow Account (and the
Company shall credit as fully-paid such corresponding number of New Shares as corresponds with the value of such draw-down (based upon the Subscription Price)) by giving instructions to the Deferred Payment Escrow Provider to make
such payment; and
|
6.4.2 |
on the Deferred Payment Long Stop Date, the Company shall
|
(a) |
instruct the Deferred Payment Escrow Provider to pay the Company the Deferred Payment Balance by electronic funds transfer to the bank account of the Company (as specified in the Deferred Payment Escrow
Letter); and
|
(b) |
credit as fully-paid the remaining number of New Shares.
|
6.5 |
The New Investor undertakes to the Company (and shall repeat such undertaking each day between the Completion Date and the date on which the Deferred Payment Balance is paid to the Company) that:
|
6.5.1 |
no Encumbrance in favour of any party exists over the Deferred Payment Escrow Account;
|
6.5.2 |
no notice of charge has been served or given in relation to the Deferred Payment Escrow Account;
|
6.5.3 |
no agreement on terms not seen by the Company has been entered into between the New Investor (or any Affiliate of the New Investor) in relation to the operation, control, management or organisation of the
Deferred Payment Escrow Account; and
|
6.5.4 |
the New Investor (or any Affiliate of the New Investor) is not obliged to act on the instruction of any third party in relation to the operation of the Deferred Payment Escrow Account.
|
6.6 |
In the event that, prior to the Deferred Long Stop Date or at any time where a Deferred Payment Balance remains outstanding, the Deferred Payment Escrow Provider gives notice of termination of the Deferred
Payment Escrow Letter then the New Investor (or any Affiliate of the New Investor) shall procure a replacement Deferred Payment Escrow Provider be appointed as soon as practicable thereafter. The New Investor and the Company shall
use best endeavours to agree the basis on which a replacement Deferred Payment Escrow Provider will be appointed and hold the Deferred Payment Escrow.
|
6.7 |
The New Investor agrees that the Deferred Payment Balance shall be paid free and clear of all deductions or withholdings whatsoever (including, for the avoidance of doubt, in respect of any Claims), save
only as provided in this Agreement and as required by applicable law.
|
6.8 |
The New Investor (or any Affiliate of the New Investor) agrees that it will not seek any injunction or restraining notice against the Company in connection with the Deferred Payment Escrow Account other than
as may, in the New Investor’s reasonable opinion, be required due to a breach by the Company of its obligations under this agreement or the New Articles (save in respect of any Claims).
|
7. |
WARRANTIES AND INDEMNITY
|
7.4 |
No information relating to the Company of which the New Investor has knowledge (actual, constructive or imputed) shall prejudice any Claim which the New Investor shall be entitled to bring or shall operate
to reduce any amount recoverable by the New Investor under this agreement.
|
7.5 |
Where any Warranty is qualified by the expression “so far as the Warrantors are aware” or words having similar effect, such Warranty shall be deemed to include a statement that such awareness means the
actual knowledge of each Founder, Tim Mason, Rob Conley and Joe Hamer.
|
7.6 |
Any sum payable by the Warrantors to the New Investor pursuant to this agreement shall be paid free and clear of any set-off, deduction or withholding, save only as may be required by any applicable law.
|
7.7 |
The Company shall indemnify the New Investor in respect of any income tax, primary Class 1 (employees’) National Insurance contributions (“NICs”) and, so far as
lawfully possible, secondary Class 1 (employer’s) NICs (or their equivalent outside the United Kingdom) arising in the United Kingdom or elsewhere as a result of any Secondary Sale where the seller in question is an Employee of the
Company and for which the Company must account to HM Revenue & Customs or any other tax authority.
|
8. |
LIMITATIONS ON WARRANTY CLAIMS
|
8.1 |
8.1.1 |
the consequence of fraud, dishonesty, wilful concealment or wilful misrepresentation by or on behalf of the Warrantors; or
|
8.1.2 |
which is a claim for a breach of paragraphs 1.1, 1.2 or 1.3 of schedule 5.
|
8.3 |
The aggregate liability of the Warrantors in respect of all and any Claims shall be limited to:
|
8.3.1 |
in the case of the Company, US$50,000,000; and
|
8.3.2 |
in the case of each of the Founders, US$150,000.
|
9. |
THE BOARD AND THE INVESTOR DIRECTORS
|
9.2 |
The Company shall send to the Investor Directors (in electronic form if so required):
|
9.2.1 |
reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to
be discussed at such meeting together with all relevant papers; and
|
9.2.2 |
as soon as practicable after each meeting of the Board (or committee of the Board) a copy of the minutes.
|
9.4 |
The Investor Directors shall be under no obligation to disclose any information or opportunities to the Company except to the extent that the information or opportunity was passed to such Investor Director
expressly in such Investor Director’s capacity as a Director.
|
9.6 |
An Investor (or, if applicable, a group or class of Investors) who have appointed an Investor Director and/or an observer shall procure that such Investor Director and/or observer shall comply with clause 19
(Confidentiality) save that such Investor Director and/or observer shall be at liberty from time to time to make full disclosure to their appointing Investor(s) of any information relating to the Company.
|
10. |
INFORMATION RIGHTS
|
10.3 |
The Company shall prepare a Budget and deliver it to the New Investor and Integrated at least 14 days prior to the end of the Company’s preceding Financial Year.
|
10.4 |
The Company shall send to the New Investor and Integrated as soon as practicable prior to each meeting of the Board (or committee of the Board) a copy of the agenda for such meeting.
|
10.5 |
The Company shall send to the New Investor and Integrated as soon as practicable after each meeting of the Board (or committee of the Board) a copy of the minutes together with all relevant Board papers.
|
10.6 |
The Company shall provide the New Investor and Integrated promptly with such other information concerning the Company and its business as the New Investor and Integrated may reasonably require from time to
time (and in respect of any such information to be provided to the New Investor, including but not limited to, any information that the New Investor requests in connection with its compliance and/or statutory, public or other
reporting obligations and/or requirements.
|
10.7 |
The Company shall keep the New Investor and Integrated reasonably informed in a timely manner of all material developments concerning the affairs, business and prospects of the Group Companies and shall
provide an update on the status of any annual business plan every three months.
|
10.9 |
Each of the Company and the Founders shall promptly provide the New Investor and Integrated with full details of any offer or proposed offer from any person wishing to enter into any Sale or purchase any of
the Company’s assets or share capital or loan capital which may from time to time be brought to its or their attention.
|
10.11 |
The Founders shall procure, so far as it lies within their respective power to do so, that the Company shall provide each of the information referred to in clauses 10.1 to 10.10 above in accordance with the
terms of this clause 10.
|
10.13 |
Each Founder (for so long as he is employed) and the Company undertakes to the Investors to co-operate with any accountants nominated by the Series C Investor Majority pursuant to Clause 10.12.
|
11. |
INVESTOR CONSENTS
|
11.1 |
Each of the Shareholders shall exercise all voting rights and powers of control available to him in relation to the Company to procure that:
|
11.1.1 |
save with Special Investor Majority Consent, the Company shall not effect any of the matters referred to in Part 1 of Schedule 6;
|
11.1.2 |
save with Series C Investor Majority Consent, the Company shall not effect any of the matters referred to in Part 2 of Schedule 6;
|
11.1.3 |
save with Investor Director Consent, the Company shall not effect any of the matters referred to in Part 3 of Schedule 6; and
|
11.1.4 |
save with atai Investor Director Consent, the Company shall not effect any of the matters referred to in part 4 of Schedule 6.
|
11.2 |
As a separate obligation, severable from the obligations in clause 11.1, the Company agrees that:
|
11.2.1 |
save with Special Investor Majority Consent, the Company shall not effect any of the matters referred to in Part 1 of Schedule 6;
|
11.2.2 |
save with Series C Investor Majority Consent, the Company shall not effect any of the matters referred to in Part 2 of Schedule 6;
|
11.2.3 |
save with Investor Director Consent, the Company shall not effect any of the matters referred to in Part 3 of Schedule 6; and
|
11.2.4 |
save with atai Investor Director Consent, the Company shall not effect any of the matters referred to in part 4 of Schedule 6.
|
11.3 |
Any Investor Director or such other person as is nominated by the New Investor or the Series AB Investors (as applicable) in writing to the Board shall be authorised to communicate in writing the consent of
the New Investor or the Series AB Investors (as applicable) to any of the matters referred to in Schedule 6.
|
12. |
THE NEW INVESTOR’S SUPPORT OBLIGATIONS
|
12.1.1 |
a primary offering of Equity Shares or other securities in the capital of the Company (a “Primary Offering”);
|
12.1.2 |
an IPO; or
|
12.1.3 |
a scheme of arrangement between the Company and its creditors and/or its members (or a class of its creditors or members) pursuant to Part 26 of the Act (“Scheme of
Arrangement”),
|
(i) |
such Proposed Special Resolution is necessary to effect such Proposed Transaction;
|
(ii) |
the valuation of the Series C Shares held by the New Investor immediately following the completion of the Secondary Sale (subject to appropriate adjustment following any Bonus Issue or Reorganisation) for
the purposes of such Proposed Transaction is not less than US$75,000,000 (the “Support Obligations Threshold Valuation”);
|
(iii) |
net proceeds of any IPO or Scheme of Arrangement to the New Investor in respect of the Series C Shares held by the New Investor immediately following the completion of the Secondary Sale (subject to
appropriate adjustment following any Bonus Issue or Reorganisation) are not less than US$75,000,000; and
|
(iv) |
in respect of any Primary Offering:
|
(a) |
(b) |
on or prior to the fifth anniversary of the date of this Agreement, the Company and the New Investor shall negotiate in good faith an increase to the Support Obligations Threshold Valuation.
|
12.2 |
If and to the extent that any Proposed Special Resolution:
|
12.2.1 |
is subject to any contractual consent right of the New Investor contained in this agreement or the New Articles; and/or
|
12.2.2 |
eliminates any named rights in respect of the New Investor within in this agreement or the New Articles; and/or
|
12.2.3 |
imposes any obligation specifically upon the New Investor outside of the obligations contained in this agreement or the New Articles;
|
12.3 |
If the New Investor fails to comply with the Support Obligations the New Investor shall as soon as practicable (and in any event within 5 Business Days of such failure) grant, by written notice to the
Company (the date of such notice being the “SO Breach Notice Date”), an option (the “SO Breach Option”) to redeem all of the Equity Shares then-held by
the New Investor (the “New Investor Shares”) for a price per New Investor Share equal to US$1.66 (the “SO Breach Option Price”).
|
12.4 |
The SO Breach Option shall be exercisable by the Company upon written notice by the Company to the New Investor on or before the date falling 90 Business Days from the SO Breach Notice Date.
|
12.6.1 |
subject to the Company complying with its undertaking in Clause 12.6.3, the New Investor shall deliver to the Company stock transfer forms in respect of the New Investor Shares, duly executed by the New
Investor in favour of the Company, together with the share certificate in respect of the New Investor Shares;
|
12.6.2 |
subject to the Company complying with its undertaking in Clause 12.6.3, the New Investor shall account to the Company for all distributions and other benefits received in respect of the New Investor Shares
between the SO Breach Notice Date and the date of SO Breach Option Completion if and to the extent that the record dates in respect of those distributions and benefits fall on or after the SO Breach Notice Date; and
|
12.7.1 |
elect to terminate the agreement referred to in clause 12.5;
|
12.7.2 |
postpone SO Breach Option Completion by up to 10 Business Days; or
|
12.8 |
If SO Breach Option Completion is postponed on any occasion under clause 12.7.2, clause 12.7 shall apply with respect to each occasion to which it is so postponed. The other party’s rights under this clause
shall be without prejudice and in addition to all other rights which it may have as a result of the first party’s failure or inability to comply with its obligations under clause 12.6.
|
13. |
THE NEW INVESTOR’S RIGHT OF FIRST REFUSAL IN RESPECT OF AN ASSET SALE OR IP SALE
|
13.4 |
If, by the expiration of the ROFR Exercise Period, the New Investor has not accepted the ROFR Offer, and provided that the Company has complied with all of the provisions of this clause 13, at any time
following the expiration of the ROFR Exercise Period, the Company may consummate the ROFR Third-Party Transaction with the counterparty identified in the applicable ROFR Offer Notice on price and conditions which are the same or no
more favourable terms as the ROFR Material Terms set forth in the ROFR Offer Notice. If such ROFR Third-Party Transaction is not consummated within a [***] period following the expiration of the ROFR Exercise Period, the terms and
conditions of this clause 13 will again apply and the Company shall not enter into any ROFR Third-Party Transaction during the ROFR Period without affording the New Investor the right of first refusal on the terms and conditions of
this clause 13.
|
14. |
THE NEW INVESTOR’S RIGHT OF FIRST NEGOTIATION IN RESPECT OF A SALE OR IP SALE
|
15. |
UNDERTAKINGS
|
15.1 |
The Founders will promote the best interests of the Company for the benefit of its Shareholders as a whole and ensure that the Business is conducted in accordance with good business practice.
|
15.2 |
The Company shall apply the proceeds of the subscription by the New Investor for the New Shares in the furtherance of the Business in accordance with the Use of Proceeds.
|
15.4 |
Each party shall comply with (and, in the case of the Company, shall procure that each Group Company shall comply with) such party’s respective obligations under Data Protection Legislation to the extent
that such party processes any personal data (including personal data relating to any directors, shareholders or investors) in connection with the performance of such party’s obligations under this Agreement.
|
16. |
FURTHER ISSUE AND TRANSFER OF SHARES
|
16.3 |
Each of the Shareholders (other than the New Investor) undertakes to all other Shareholders that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part
of their interest in, or grant any option or other rights over, any shares in the capital of the Company to any person except where permitted by or required so to do pursuant to the New Articles or the terms of this agreement.
|
17. |
REGISTRATION RIGHTS
|
17.1 |
On an initial public offering of the Company’s shares on a US stock exchange (including NASDAQ Stock Market of the NASDAQ OMX Group Inc.), the Investors shall be entitled to registration rights which shall
include:
|
17.1.1 |
two demand registration rights commencing six months after the Company’s initial public offering;
|
17.1.2 |
unlimited shelf and piggy back registrations on all registrations by the Company for its own account;
|
17.1.3 |
17.1.4 |
all expenses of a registration will be payable by the Company including the legal costs of one professional firm appointed to act on behalf of the Investors,
|
18. |
FOUNDER COVENANTS
|
18.1.2 |
during the period of twelve months commencing on the Termination Date:
|
18.4 |
Each Founder (whether before or after such Founder ceases to be an Employee) shall at the expense of the Company or its nominee apply or join in applying for patent or other similar protection in the United
Kingdom, the Republic of Ireland or any other part of the world for any such discovery, invention, process or improvement as referred to in clause 18.3, enter into Intellectual Property assignments and execute all instruments and do
all things necessary for vesting Intellectual Property or those letters patent or other similar protection when obtained and all right and title to and interest in them in the Company (or its nominee) absolutely and as sole beneficial
owner.
|
18.5 |
No Founder shall have any claim against the Company in respect of the termination of such Founder’s contract of employment or consultancy in relation to any provision in the Articles, this Agreement or any
other agreement or arrangement which has the effect of requiring such Founder to transfer, sell, convert, re-designate or otherwise dispose of the whole or any part of such Founder’s interest in any shares or other equity securities
in the capital of the Company at any price or into any other class of share (if applicable) or which causes any options or other rights granted to such Founder to become prematurely exercisable or lapse.
|
18.6 |
19. |
CONFIDENTIALITY
|
19.2 |
Each Investor shall be at liberty from time to time to make such disclosure:
|
19.2.2 |
to any lender to the Company and/or to any Shareholder;
|
19.2.3 |
as shall be required by law or by any regulatory authority to which the Investor is subject or by the rules of any stock exchange upon which an Investor’s securities are listed or traded;
|
19.2.4 |
to the Company’s auditors and/or any other professional advisers of the Company; or
|
19.2.5 |
to the Investor’s professional advisers and to the professional advisers of any person to whom the Investor is entitled to disclose information pursuant to this clause 15.2,
|
19.2.6 |
is subject to an obligation to keep the disclosure confidential on substantially the same basis as is required by the Investor; or
|
19.2.7 |
is bound by a duty of confidentiality pursuant to the rules or codes of practice of any supervisory or regulatory authority.
|
19.3.1 |
any information regarding this agreement and the investments by the New Investor and in the Company pursuant to this agreement;
|
19.3.2 |
any financial information or trading information relating to the Company or of any Investor which a party may receive or obtain as a result of entering into this agreement;
|
19.3.3 |
in the case of the Company, information concerning:
|
(a) |
its finances and financial data, business transactions, dealings and affairs and prospective business transactions;
|
(b) |
any operational model, its business plans and sales and marketing information, plans and strategies;
|
(c) |
its customers, including, without limitation, customer lists, customer identities and contact details and customer requirements;
|
(f) |
its computer systems, source codes and software, including, without limitation, software and technical information necessary for the development, maintenance or operation of websites;
|
(g) |
its current and prospective Intellectual Property;
|
(k) |
any other information which it may reasonably be expected would be regarded by a company as confidential or commercially sensitive,
|
(ii) |
is, at the time of disclosure, already known to the receiving party without restriction on disclosure;
|
(iii) |
is, or subsequently comes, into the possession of the receiving party without violation of any obligation of confidentiality;
|
(iv) |
is independently developed by the receiving party without breach of this agreement;
|
(v) |
is explicitly approved for release by the written consent of an authorised representative of the disclosing party; or
|
20. |
ANNOUNCEMENTS
|
20.2 |
Notwithstanding clause 20.1, any party may:
|
20.2.1 |
make any press release to the effect that it has made an investment in the Company and/or that it is a Shareholder without obtaining the prior approval of any other parties;
|
(a) |
law;
|
(b) |
any securities exchange on which such party’s securities are listed or traded;
|
(c) |
any regulatory or governmental or other authority with relevant powers to which such party is subject or submits, whether or not the requirement has the force of law; or
|
(d) |
any court order.
|
21. |
21.1 |
22. |
SURVIVAL AND CESSATION OF OBLIGATIONS OF THE FOUNDERS
|
23. |
EFFECT OF CEASING TO HOLD SHARES
|
24. |
CUMULATIVE REMEDIES
|
25. |
WAIVER
|
26. |
ENTIRE AGREEMENT
|
26.5 |
Other than in respect of a Claim, each of the parties acknowledges and agrees that damages alone may not be an adequate remedy for the breach of any of the undertakings or obligations as set out in this
agreement. Accordingly, without prejudice to any other rights and remedies the parties may have, the parties shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or
actual breach of the terms of this agreement.
|
26.6 |
Nothing contained in this agreement or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result of fraud.
|
27. |
OTHER AGREEMENTS
|
28. |
VARIATION AND TERMINATION
|
28.3 |
This agreement shall terminate and cease to have effect upon the legal completion of an IPO or a Scheme of Arrangement approved in accordance with clause 12, save that the Survival Provisions and any rights
or liabilities that have accrued prior to such time shall survive such termination.
|
29. |
NO PARTNERSHIP
|
30. |
ASSIGNMENT AND TRANSFER
|
30.1 |
Subject to clauses 30.3 and 30.4, this agreement is personal to the parties and no party shall:
|
30.1.1 |
assign any of its rights under this agreement;
|
30.1.2 |
transfer any of its obligations under this agreement;
|
30.1.3 |
sub-contract or delegate any of its obligations under this agreement; or
|
30.1.4 |
charge or deal in any other manner with this agreement or any of its rights or obligations.
|
30.2 |
Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 30.1 shall be ineffective.
|
31. |
RIGHTS OF THIRD PARTIES
|
31.1 |
Subject to clause 31.2, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
|
32. |
CONFLICT BETWEEN AGREEMENTS
|
33. |
COUNTERPARTS; NO ORIGINALS
|
34. |
NOTICES
|
34.1.1 |
to any person at the email address shown in schedule 1;
|
34.1.2 |
to any company which is a party at its registered office;
|
34.1.3 |
to any individual who is a party at the address of that individual shown in schedule 1; or
|
34.1.4 |
to an Investor at the principal place of business of that Investor,
|
34.2 |
A communication sent according to clause 34.1 shall be deemed to have been received:
|
34.2.1 |
if delivered by hand, at the time of delivery;
|
34.2.2 |
if sent by pre-paid first class post, on the second day after posting;
|
34.2.3 |
if sent by courier (or if from any place outside the country where the relevant address is located, by air courier), two Business Days after its delivery to a representative of the courier; or
|
34.2.4 |
if sent by email or other electronic form, at the time of completion of transmission by the sender;
|
35. |
SEVERANCE
|
36. |
GOVERNING LAW
|
37. |
JURISDICTION
|
38. |
CONFIRMATION BY THE FOUNDERS AND EXISTING INVESTORS
|
38.1 |
Each of the Founders and the Existing Investors confirms that, for the purposes of entering into the transactions contemplated by this agreement:
|
38.1.1 |
such party has entered into such transactions entirely on the basis of its own assessment of the risks and effect thereof;
|
38.1.2 |
such party is owed no duty of care or other obligation by any other party to this agreement; and
|
39. |
NATURE OF NEW INVESTOR’S BUSINESS
|
39.1 |
The Company acknowledges that the New Investor (and its connected persons) is in the business of venture capital investing and therefore may have previously made investments in and may review business plans
and related proprietary information for many enterprises including enterprises which may have products or services which compete directly or indirectly with those of the Company.
|
39.3 |
Neither the New Investor (nor its connected persons) shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the
Company, could be taken by the Company, and New Investor (or its connected persons) shall have the right to take such for such its own account or to recommend to others any such particular investment opportunity. This clause 39 shall
apply to each atai Investor Director appointed by the New Investor, except in circumstances where they have become aware of such opportunity solely in connection with their position as a Director.
|
40. |
REGULATORY MATTERS
|
41. |
US TAX COVENANTS
|
41.1 |
Not later than 90 days following the end of the Company’s taxable year, the Company shall provide the US Tax Investors a report, prepared by the Company’s US tax advisors, regarding the CFC status of the
Company and any of its non-US Subsidiaries. If the Company or any of its non-US Subsidiaries is, in the reasonable opinion of the Company’s US tax advisors or a US Tax Investor, a CFC, the Company shall provide the US Tax Investors
with a report setting out details of the aggregate amount of any income of each Group Company of a character that would be includible under section 951 (“Subpart F Income”) or section 951A (“GILTI”) of the Code in the gross income of “United States shareholders” within the meaning of section 951(b) of the Code. In addition, the Company shall provide the US Tax Investors with access to
other information of each Group Company as may be required:
|
41.1.1 |
to verify the CFC status of the Company and its non-US Subsidiaries;
|
41.1.2 |
to verify the Company’s determination of its Subpart (F) Income and GILTI; and
|
41.1.3 |
to determine whether a US Tax Investor or a US Tax Investor’s Partners are required to include any amount of each Group Company’s undistributed earnings in their gross income for US federal income tax
purposes.
|
41.2 |
The Company shall use commercially reasonable efforts to avoid being a PFIC for any taxable year in which the Company or a US Tax Investor reasonably expects a Group Company to have net earnings and
profits. The Company shall, not later than 90 days following the end of each taxable year of the Company provide each US Tax Investor with an annual PFIC information statement in the form set out in Schedule 10, as well as any other
information reasonably necessary for such US Tax Investor or a US Tax Investor’s Partners to make or maintain a “qualified electing fund” election pursuant to section 1295 of the Code with respect to its direct or indirect investment
in the Company.
|
41.3 |
The Company will use commercially reasonable efforts to comply with all record-keeping, reporting, and other reasonable requirements necessary to comply with any applicable US tax law and to allow the US Tax
Investors and each US Tax Investor’s Partners to comply with the applicable provisions of US tax law with respect to their direct or indirect ownership of the Company. The Company will provide the US Tax Investors and each US Tax
Investor’s Partners with any information available to the Company and reasonably requested by any of them to allow the US Tax Investors and/or each US Tax Investor’s Partners to comply with US tax law with respect to the direct or
indirect ownership of the Company.
|
41.4 |
The Company will not withhold any tax against any amounts payable or distributable to any US Tax Investor without first providing notice of such withholding and a reasonable opportunity for such US Tax
Investor to obtain reduced rates of withholding or other available exemptions, if any.
|
41.5 |
The Company shall take such actions as is reasonably necessary (including making an election to be treated as a corporation or refraining from making an election to be treated as a partnership) to ensure
that the Company is, at all times, treated as a corporation for US federal income tax purposes.
|
41.6 |
In this Clause 33 (US Tax Covenants):
|
41.6.1 |
“CFC” means a “controlled foreign corporation” within the meaning of section 957 of the Code;
|
41.6.2 |
“Code” means the US Internal Revenue Code of 1986, as amended;
|
41.6.3 |
“PFIC” means a “passive foreign investment company” within the meaning of section 1297 of the Code;
|
41.6.4 |
“US Tax Investor” means each Investor who is a “United States person” within the meaning of section 7701(a)(30) of the Code or who has direct or indirect owners who
are such United States persons; and
|
41.6.5 |
“US Tax Investor’s Partners” means each shareholder, partner, member or other equity holder of a US Tax Investor, any person holding an option to acquire a share,
partnership interest, membership interest or other equity interest in a US Tax Investor and any direct or indirect equity owner of such shareholder, partner, member, other equity holder or optionholder.
|
Address
|
Email address
|
Wallstraße 16, 10179 Berlin, Germany
|
[***]
|
Name
|
Address
|
Email address
|
[***]
|
[***]
|
|
Mediq Ventures Limited
|
[***]
|
[***]
|
Anthony Chow
|
[***]
|
[***]
|
Richard Reed
|
[***]
|
[***]
|
Jonathan Wright
|
[***]
|
[***]
|
Adam Balon
|
[***]
|
[***]
|
Tim Haines
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Seth Tabatznik
|
[***]
|
[***]
|
Lara Tabatznik
|
[***]
|
[***]
|
Jason Newmark
|
[***]
|
[***]
|
Goldman Holdings Ltd
|
[***]
|
[***]
|
Chris O’Donoghue
|
[***]
|
[***]
|
2180447 Ontario Inc
|
[***]
|
[***]
|
Integrated Investment Partners Limited Partnership
|
[***]
|
[***]
|
Integrated Investment Partners Fund I
|
[***]
|
[***]
|
Galloway Limited
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Mark A. Zittman Revocable Trust
|
[***]
|
[***]
|
Noetic Psychedelic Fund LP
|
[***]
|
[***]
|
OV BP Limited
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Elzbieta Madej
|
[***]
|
[***]
|
Falkora Investments Europe Limited
|
[***]
|
[***]
|
Mat Laroche & Jonathan Brooks
|
[***]
|
[***]
|
Lars Mouritzen
|
[***]
|
[***]
|
MNL Nominees Limited
|
[***]
|
[***]
|
Mark Holyoake
|
[***]
|
[***]
|
Pinz Family LLC
|
[***]
|
[***]
|
ZSP Capital LLC
|
[***]
|
[***]
|
Uri Fruchtman
|
[***]
|
[***]
|
Thomas JS Dugdale
|
[***]
|
[***]
|
Michael Freund
|
[***]
|
[***]
|
Arnaud Massenet
|
[***]
|
[***]
|
Quadrangle Nominees Limited
|
[***]
|
[***]
|
Eduardo Garcia-Lopez Loaeza
|
[***]
|
[***]
|
Justin Sean, LLC
|
[***]
|
[***]
|
Xan Edward Charles Morgan
|
[***]
|
[***]
|
Jean Marc Ciancimino
|
[***]
|
[***]
|
James Westwood
|
[***]
|
[***]
|
George Barker
|
[***]
|
[***]
|
MAJA Nominees Pty Limited ATF Perry Family Trust
|
[***]
|
[***]
|
[***]
|
[***]
|
|
John Richard Key
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Michael Steele
|
[***]
|
[***]
|
DNI Investments Pty Ltd ATF Ioannidis Family Trust
|
[***]
|
[***]
|
Gregory Ward
|
[***]
|
[***]
|
Lotfi Ladjemi
|
[***]
|
[***]
|
Richard Aseme
|
[***]
|
[***]
|
Patrick Wheen
|
[***]
|
[***]
|
Simon Franks
|
[***]
|
[***]
|
Jason Woollard
|
[***]
|
[***]
|
Glyn Hirsch
|
[***]
|
[***]
|
Stewart Halperin
|
[***]
|
[***]
|
Shambhala International Limited
|
[***]
|
[***]
|
Geoffrey Atkins
|
[***]
|
[***]
|
[***]
|
[***]
|
Renee Runnalls
|
[***]
|
[***]
|
Paul Simon
|
[***]
|
[***]
|
James Bailey
|
[***]
|
[***]
|
Transliminal LLC
|
[***]
|
[***]
|
Raj Narayanaswamy
|
[***]
|
[***]
|
KJSM Ventures Canada Inc
|
[***]
|
[***]
|
Ken McKay
|
[***]
|
[***]
|
Fiducie Daniel Robichaud
|
[***]
|
[***]
|
Patricia Saputo
|
[***]
|
[***]
|
FutureGen Capital Corporation
|
[***]
|
[***]
|
Wood Capital Ltd
|
[***]
|
[***]
|
Venning Thane Stenner
|
[***]
|
[***]
|
Bellerive SPV31 Limited
|
[***]
|
[***]
|
PowerOne Capital Corp
|
[***]
|
[***]
|
David D’Onofrio
|
[***]
|
[***]
|
Platform Securities Nominees Ltd A/c KKCLT
|
[***]
|
[***]
|
OV BP Series B Limited
|
[***]
|
[***]
|
781526 Ontario Inc
|
[***]
|
[***]
|
Bicycle Day Ventures, LLC
|
[***]
|
[***]
|
[***]
|
[***]
|
Newtyn TE Partners, LP
|
[***]
|
[***]
|
Newtyn Partners, LP
|
[***]
|
[***]
|
Concentric Ermak Co-Investment SPV LLP
|
[***]
|
[***]
|
Palo Santo Investors LP
|
[***]
|
[***]
|
Ayuh Ventures, LLC
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Beckley Psytech PML SPV 1 LP
|
[***]
|
[***]
|
Adage Capital Partners LP
|
[***]
|
[***]
|
What If Ventures Beckley 2021, a Series of CGF2021 LLC
|
[***]
|
[***]
|
Ask America LLC
|
[***]
|
[***]
|
MSP Beckley LLC
|
[***]
|
[***]
|
Iter Investments I, LP
|
[***]
|
[***]
|
Clarify Pharma PLC
|
[***]
|
[***]
|
Negev Capital Fund One, L.P.
|
[***]
|
[***]
|
Ocama LP
|
[***]
|
[***]
|
Aaron Rotenberg
|
[***]
|
[***]
|
Barry Rotenberg
|
[***]
|
[***]
|
Scion Clan Trust
|
[***]
|
[***]
|
Ryan Walsh
|
[***]
|
[***]
|
Elad Kohen
|
[***]
|
[***]
|
Adam Zeitlin
|
[***]
|
[***]
|
Rachel Zeitlin
|
[***]
|
[***]
|
Corlev Holdings Inc.
|
[***]
|
[***]
|
Eric Rapps
|
[***]
|
[***]
|
Capital Equipment Services Ltd
|
[***]
|
[***]
|
Alternative Health Partners, LP
|
[***]
|
[***]
|
Brad Hyler
|
[***]
|
[***]
|
Cody Shirk Trust
|
[***]
|
[***]
|
Alex Gerkoswitch
|
[***]
|
[***]
|
Rachael Cox
|
[***]
|
[***]
|
Oli Cox
|
[***]
|
[***]
|
Rob O’Donoughue
|
[***]
|
[***]
|
Seth Morrison
|
[***]
|
[***]
|
Warren Taylor
|
[***]
|
[***]
|
Martin Sweeney
|
[***]
|
[***]
|
Dean Shoosmith
|
[***]
|
[***]
|
Chris Tuohy
|
[***]
|
[***]
|
Steve Martin
|
[***]
|
[***]
|
Vanessa Moore
|
[***]
|
[***]
|
Mike Moore
|
[***]
|
[***]
|
Brian Perry
|
[***]
|
[***]
|
Megan Collins
|
[***]
|
[***]
|
Ben Collins
|
[***]
|
[***]
|
Nick Davis
|
[***]
|
[***]
|
Toby Chapman
|
[***]
|
[***]
|
Ben Catt
|
[***]
|
[***]
|
Iain Newman
|
[***]
|
[***]
|
Mark Webster
|
[***]
|
[***]
|
Oliver Cox Ltd
|
[***]
|
[***]
|
Ryan Kohn
|
[***]
|
[***]
|
Riz Ahmed
|
[***]
|
[***]
|
Peter-Paul Wünscher
|
[***]
|
[***]
|
Wealth & Tax Management Ltd
|
[***]
|
[***]
|
Anthony Byrne
|
[***]
|
[***]
|
Integrated Investment Manager SPV I LLC
|
[***]
|
[***]
|
Integrated Investment Partners SPV I
|
[***]
|
[***]
|
Noetic Psychedelic Fund US LP
|
[***]
|
[***]
|
BE FUND III, A Series of Bicycle Day Ventures LP
|
[***]
|
[***]
|
Andrea Cambre
|
[***]
|
[***]
|
Jackie Lundin
|
[***]
|
[***]
|
Tony Eisenberg
|
[***]
|
[***]
|
Grey House Partners Eleusis Holdings SPV LP
|
[***]
|
[***]
|
AJL Investment Holding II LLC
|
[***]
|
[***]
|
Axon Partners LP
|
[***]
|
[***]
|
Jeremy Benkiewicz
|
[***]
|
[***]
|
Michael Blitzer
|
[***]
|
[***]
|
Sajor Capital Investments LLC
|
[***]
|
[***]
|
The Shining Rock Foundation
|
[***]
|
[***]
|
Todd Cohen
|
[***]
|
[***]
|
Beth E. Boyer
|
[***]
|
[***]
|
Katherine Roberts
|
[***]
|
[***]
|
Ponies And Rainbows, LLC
|
[***]
|
[***]
|
Marine Mallinson
|
[***]
|
[***]
|
Feriha Berrak Selek
|
[***]
|
[***]
|
Christopher A. Meyers
|
[***]
|
[***]
|
Alisa Ng
|
[***]
|
[***]
|
Shlomi Raz
|
[***]
|
[***]
|
Steven Ricciardi
|
[***]
|
[***]
|
Bryan Clifton
|
[***]
|
[***]
|
Monica Reed
|
[***]
|
[***]
|
Mark Moran, Trustee of The Eemo 2021 Grat
|
[***]
|
[***]
|
Shelly Baldwin
|
[***]
|
[***]
|
Abib Bocresion
|
[***]
|
[***]
|
Mmraab Management Trust
|
[***]
|
[***]
|
Gilles Dellaert
|
[***]
|
[***]
|
Xuan Karen Fang
|
[***]
|
[***]
|
Gilgamesh Investments LLC
|
[***]
|
[***]
|
Hond Corp.
|
[***]
|
[***]
|
Mainstar Trust Cust FBO Thomas C. Rutledge IRA
|
[***]
|
[***]
|
Mikhail Chernov 2012 Spousal Access Trust
|
[***]
|
[***]
|
Neiloufar Family
|
[***]
|
[***]
|
William M. Roberts
|
[***]
|
[***]
|
RAM. K Sundaram
|
[***]
|
[***]
|
Tatewari Ltd
|
[***]
|
[***]
|
Mary Vernon
|
[***]
|
[***]
|
Patrick Vernon
|
[***]
|
[***]
|
Patricia A. Wellde
|
[***]
|
[***]
|
Elisha Wiesel
|
[***]
|
[***]
|
Eisenberg Capital LLC
|
[***]
|
[***]
|
Pacific Premier Trust
|
[***]
|
[***]
|
Scott Worrich
|
[***]
|
[***]
|
Ryan Bridges
|
[***]
|
[***]
|
Mark Moran
|
[***]
|
[***]
|
Cannon Clifton
|
[***]
|
[***]
|
Ervey Clarke
|
[***]
|
[***]
|
Leslie Ford
|
[***]
|
[***]
|
Kelly Rayburn
|
[***]
|
[***]
|
Melissa Moran, Trustee of the 21 Spousal Grat
|
[***]
|
[***]
|
Silver Spike Sponsor, LLC
|
[***]
|
[***]
|
DRAIS03 LLC
|
[***]
|
[***]
|
Eczacibasi Momentum Teknoloji Yatirimlari Anonim Şirketi
|
[***]
|
[***]
|
Equity Trust Company Custodian FBO Steven Rosenberg
|
[***]
|
[***]
|
GHP Eleusis SPV LP
|
[***]
|
[***]
|
Mark Ginsburg
|
[***]
|
[***]
|
Theresa Tribble
|
[***]
|
[***]
|
Thomas C. Swift
|
[***]
|
[***]
|
UK FF Nominees Ltd
|
[***]
|
[***]
|
David Michael Weiner
|
[***]
|
[***]
|
Aditya Kohli
|
[***]
|
[***]
|
Anthony Grenier
|
[***]
|
[***]
|
Peter Lee
|
[***]
|
[***]
|
2134255 Ontario Inc
|
[***]
|
[***]
|
Anne McGinnis
|
[***]
|
[***]
|
Avenue H Capital, LLC
|
[***]
|
[***]
|
Braver Investment Group Limited
|
[***]
|
[***]
|
CPT INC
|
[***]
|
[***]
|
David Amouyal
|
[***]
|
[***]
|
Delphi SERIES BECKLEY PSYTECH, a Series of Delphi SPV Series LLC, a Delaware Series LLC
|
[***]
|
[***]
|
Eran Haggiag
|
[***]
|
[***]
|
[***]
|
[***]
|
|
FJ Labs LLC
|
[***]
|
[***]
|
Harris Fricker
|
[***]
|
[***]
|
Harvest Moon Holdings, LLC
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Jacques Elalouf
|
[***]
|
[***]
|
KWL Trust
|
[***]
|
[***]
|
Lanchester LLC
|
[***]
|
[***]
|
Leafy Tunnel Fund 1, L.P.
|
[***]
|
[***]
|
Lohengrin Enterprises SA.
|
[***]
|
[***]
|
Mark McGinnis
|
[***]
|
[***]
|
Michael Davidson and Safra Nimrod
|
[***]
|
[***]
|
MNGJZ LLC
|
[***]
|
[***]
|
Sarah Calascione
|
[***]
|
[***]
|
Sausilito Ltd
|
[***]
|
[***]
|
SCM Investment LP
|
[***]
|
[***]
|
Shlomo Noy
|
[***]
|
[***]
|
The DiCapo Family Trust
|
[***]
|
[***]
|
Vidacos Nominees Ltd a/c 156795
|
[***]
|
[***]
|
Woven Labs LLC
|
[***]
|
[***]
|
Xtra Gold
|
[***]
|
[***]
|
Zvi Firon Law Company
|
[***]
|
[***]
|
Address
|
Email address
|
|
Cosmo Feilding Mellen
|
[***]
|
[***]
|
Michael Norris
|
[***]
|
[***]
|
Name
|
Address
|
Email address
|
Amanda Feilding
|
[***]
|
[***]
|
Marc Wayne
|
[***]
|
[***]
|
Tim Mason
|
[***]
|
[***]
|
Mark Ware
|
[***]
|
[***]
|
Rock Feilding Mellen
|
[***]
|
[***]
|
Chris Schnarr
|
[***]
|
[***]
|
1. |
The passing of directors’ and Shareholders’ resolutions in the agreed form at a duly convened Board meeting and a general meeting or by Shareholders’ written resolution to:
|
(a) |
adopt the New Articles;
|
(b) |
authorise the allotment and issue of the New Shares;
|
(c) |
waive pre-emption rights in respect of the allotment and issue of the New Shares;
|
(d) |
waive pre-emption rights in respect of the transfer of the Secondary Sale Shares;
|
(e) |
authorise the re-designation of the Secondary Sale Shares to Series C Shares immediately prior to, and conditional upon, completion of the Secondary Sale; and
|
(f) |
authorise a director to sign:
|
(i) |
the Disclosure Letter;
|
(ii) |
the Warrant Instrument; and
|
(iii) |
the Deferred Payment Escrow Letter,
|
2. |
The delivery of the Disclosure Letter by the Warrantors to the New Investor.
|
3. |
The delivery of the Warrant Instrument by the Company to the New Investor.
|
4. |
The delivery of the Deferred Payment Escrow Letter by the Company to the New Investor.
|
5. |
The delivery by the Company of its audited accounts for financial year 2022 to the New Investor.
|
6. |
The delivery by the New Investor to the Company of the Deferred Payment Escrow Letter, duly executed by the New Investor and the Deferred Payment Escrow Provider.
|
1. |
SHARE CAPITAL AND AUTHORITY
|
1.1 |
The Founders are the legal and beneficial owners of the number of Ordinary Shares set opposite their respective names in schedule 3.
|
1.2 |
All of the shares set out in schedule 3 are fully paid and comprise the entire issued share capital of the Company.
|
1.3 |
1.4 |
The options over Ordinary Shares held by each director, employee, worker and consultant of the Company:
|
1.4.2 |
vest over at least a period of four years from the date of grant, with no options vesting in the first 12 months following the date of grant;
|
1.4.4 |
1.5 |
In relation to options granted pursuant to the Share Option Plan that are intended to qualify as enterprise management incentive options:
|
1.5.1 |
the Company granted options at or above the agreed actual market value and within the 60 or 90 day valuation window, as applicable;
|
1.5.2 |
the Company granted options only to eligible employees and made a declaration of committed time in accordance with Schedule 5 of ITEPA;
|
1.5.3 |
all option grants have been validly notified to HMRC within 92 days of the relevant date of grant;
|
1.5.4 |
the market value for all option grants was agreed in writing with HMRC prior to grant (on an appropriate basis);
|
1.5.5 |
the options met, at the time of grant, and continue to meet (or, if already exercised, continued to meet until the time of exercise) all of the requirements for enterprise management incentive options under
Schedule 5 of ITEPA;
|
1.5.6 |
all registrations, notifications and declarations have been made to HMRC within the relevant time period and no penalties have arisen or are expected to arise in respect of any such registrations,
notifications and declarations; and
|
1.5.7 |
the option holders have fully indemnified the Company to the fullest extent permitted by law in relation to any tax liabilities, including employer’s national insurance contributions, that may arise in
connection with any granted option.
|
1.6 |
All HMRC annual share scheme returns in respect of the Share Option Plan have been correctly completed and returned to HMRC within the relevant time period and no interest or penalties have arisen or are, so
far as the Warrantors are aware, expected to arise in respect of any returns.
|
1.7 |
None of the share capital of the Company is under option or subject to any Encumbrance or other third party right (including rights of pre-emption), no options, warrants or other rights to subscribe for new
shares in the Company have been granted or agreed to and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid by the Company.
|
1.10 |
The Company does not have at the date of this agreement and will not have immediately following Completion any Treasury Shares.
|
2. |
INFORMATION SUPPLIED
|
2.1 |
The information contained in schedule 1, schedule 2 and schedule 3 is true, complete and accurate.
|
2.2 |
No Warrantor is aware of any fact or matter not Disclosed which directly affects the business of the Company, the disclosure of which might reasonably affect the willingness of a reasonable institutional
investor to apply for Shares in the capital of the Company.
|
3. |
AGREEMENTS AND CAPITAL COMMITMENTS
|
3.1 |
3.2 |
The Company:
|
3.2.1 |
has no material capital commitments;
|
3.2.4 |
is not a party to any agreement which is or may become terminable as a result of the entry into or completion of this agreement;
|
3.2.5 |
is not a party to any agreement that involves the licence of any Intellectual Property to or from the Company or the grant of rights to manufacture, produce, assemble, license, market, or sell any Group
Product to any other person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell any Group Product;
|
3.2.6 |
is not a party to any agreement which involves the grant of any sole or exclusive rights by or to the Company, or restricts the freedom of the Company to carry on the whole or any part of its business in any
part of the world in such manner as it thinks fit;
|
3.2.7 |
is not a party to any agreement which involves agency or distributorship, partnership, joint venture, consortium, joint development, profit sharing, shareholders or similar arrangements or requires the
Company to pay any commission, finders’ fee, royalty or a similar payment;
|
3.2.8 |
has not entered into any agreement which requires or may require, or confers any right to require, the sale (whether for cash or otherwise) or the transfer by it of any asset;
|
3.2.9 |
is not in default of any agreement or arrangement to which it is a party and, so far as the Warrantors are aware, there are no circumstances likely to give rise to any such default; or
|
3.2.10 |
is not bound by any guarantee or contract of indemnity or suretyship under which any liability or contingent liability is outstanding.
|
3.4 |
The Company has not been and is not currently a party to any contract or arrangements binding upon it for the purchase or sale of property or the supply of goods or services at a price different to that
reasonably obtainable on an arm’s length basis.
|
4. |
BUSINESS PLAN
|
5. |
ASSETS, DEBTS AND STOCK
|
5.1 |
The Company has not granted any security over any part of its undertaking or assets.
|
5.2 |
The assets and rights owned by, leased or licensed to the Company, together with any assets held under a finance lease, hire purchase agreement, rental agreement or credit sale agreement, comprise materially
all of the assets and rights necessary for the Company to operate its business, as carried on at the date of this agreement, and to fulfil all of its existing agreements and material commitments.
|
5.4 |
The present stock and work‑in‑progress of the Company is in good condition and is (or will be once completed) capable of being sold profitably.
|
5.5 |
Each asset needed for the proper conduct of the Business is in good repair and working order (fair wear and tear excepted).
|
6. |
BORROWINGS AND FACILITIES
|
7. |
ACCOUNTS
|
7.1 |
The Accounts have been prepared in accordance with accounting principles, standards and practices which are generally accepted in the United Kingdom and on the same basis and in accordance with the same
accounting policies as the corresponding accounts for the preceding financial years, and give a true and fair view of the state of affairs of the Company at the accounts date and of the profits and losses for the period concerned.
|
7.2 |
The Management Accounts of the Company have been prepared in accordance with good accounting practice on a basis consistent with past practice, reasonably reflect the financial affairs of the Company at the
date to which they have been prepared and are not inaccurate or misleading in any material respect.
|
8. |
EVENTS SINCE THE MANAGEMENT ACCOUNTS DATE
|
8.1 |
Since the Management Accounts Date:
|
8.1.1 |
the Company’s business has been carried on in the ordinary course and so as to maintain the same as a going concern;
|
8.1.2 |
there has been no material adverse change or material deterioration in the financial or trading position or prospects of the Company’s business and no such change is expected;
|
8.1.3 |
the Company has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than in the ordinary course of the business carried on by it) or assumed or acquired
any material liability (including a contingent liability);
|
8.1.4 |
8.1.6 |
the Company has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities);
|
8.1.8 |
the Company has not incurred any material liabilities or obligations, contingent or otherwise, other than:
|
(a) |
liabilities and obligations incurred in the ordinary course of business since the Management Accounts Date; or
|
8.1.9 |
there are no existing or pending legal action, proceeding or arbitration which is either in progress or is threatened or any judgement or ruling against the Company which affects (or may affect) the Business
of the Company or any part of it.
|
9. |
TAXATION
|
9.1 |
The Company has duly and punctually made all returns and given or delivered all notices, accounts and information which ought to have been made to and is not and has not been involved in any dispute with any
Taxing Authority concerning any matter likely to affect in any way the liability (whether accrued, contingent or future) of it to Taxation and the Warrantors are not aware of any matter which may lead to such dispute.
|
9.2 |
The Company has duly paid or fully provided for all Taxation for which it is liable and there are no circumstances in which interest or penalties in respect of Taxation not duly paid could be charged against
it in respect of any period prior to Completion.
|
9.4 |
9.7 |
The Company is, and always has been, resident only in its jurisdiction of incorporation for Taxation purposes and the Company is not and has not been subject to Taxation in any jurisdiction other than its
jurisdiction of incorporation. The Company does not have, and has not in the past had, a branch or permanent establishment in a jurisdiction other than its jurisdiction of incorporation.
|
9.8 |
The Company has not entered into or been a party to any schemes or arrangements designed partly or wholly for the purpose of it or any other person avoiding Taxation.
|
9.9 |
9.10 |
The Company is not treated as a fiscally transparent entity, in its jurisdiction of tax residence.
|
9.11 |
The Company has never filed United States federal income tax returns or state tax returns in any state in the United States.
|
9.12 |
Any current or former Group Company that was formed in any state in the United States was formed by the Company and has, at all times, been directly or indirectly wholly‑owned by the Company.
|
9.13 |
The Company has never filed an election with the IRS electing to become subject to United States tax.
|
10. |
CONTRACTS WITH CONNECTED PERSONS
|
10.1 |
There are no loans made by the Company to any of its directors or shareholders and/or any person connected with any of them and no debts or liabilities owing by the Company to any of their respective
directors or shareholders and/or any person connected with them as aforesaid.
|
10.2 |
There are no existing contracts or arrangements to which the Company is a party and in which any of their respective directors or shareholders and/or any person connected with any of them is interested.
|
11. |
INTELLECTUAL PROPERTY
|
11.1 |
The Intellectual Property listed in the Disclosure Letter is a complete and accurate list of:
|
11.1.1 |
all of the registrable Intellectual Property owned (or applied for) by each Group Company; and
|
11.1.2 |
the material unregistrable Intellectual Property owned by each Group Company.
|
11.3 |
11.5 |
All Business IP:
|
11.5.1 |
is (or in the case of applications will be, subject to the same being granted) legally and beneficially vested exclusively in a Group Company free from Encumbrances;
|
11.5.3 |
is readily available for licence on commercially reasonable terms.
|
11.7 |
All Owned Business IP which is registered in the name of a Group Company, or in respect of which a Group Company has made application for registration, is:
|
11.7.1 |
legally and beneficially vested in a Group Company; and
|
11.7.2 |
so far as the Warrantors are aware, valid and enforceable and not subject to any claims of opposition from any third party.
|
11.9 |
So far as the Warrantors are aware:
|
11.9.2 |
no person other than a Group Company has registered or applied to register in any country any Owned Business IP.
|
11.10 |
No Owned Business IP is:
|
11.10.1 |
so far as the Warrantors are aware, being (or has been) infringed, opposed, misappropriated or used without permission by any other person; or
|
11.10.2 |
so far as the Warrantors are aware, subject to any Encumbrance, licence, estoppel or authority or similar right in favour of any other person, except as set out in the Disclosure Letter,
|
11.11 |
So far as the Warrantors are aware, no moral rights have been asserted which would affect the use of any Owned Business IP.
|
11.15 |
11.17 |
Each Group Company is in possession of the source code to any software in which they own the copyright and, so far as the Warrantors are aware, no third party has a copy of that source code.
|
11.18 |
No Group Product contains, is derived from, is distributed with, or is being or was developed using Open Source Code that is licensed under any terms that:
|
11.18.1 |
impose a requirement or condition that any Group Product or part thereof:
|
(a) |
be disclosed or distributed in source code form;
|
(b) |
be licensed for the purpose of making modifications or derivative works; or
|
(c) |
be redistributable at no charge; or
|
11.19 |
11.20 |
11.21 |
11.21.1 |
failed to function in any way that has had a material adverse effect, including in a manner which is materially defective or involves the suffering of significant or repeated disruption of use;
|
11.21.2 |
been infected by any software virus;
|
11.21.3 |
suffered any significant security breaches (including data breaches or related information security incidents); or
|
11.21.4 |
been accessed by any unauthorised person, as far as the Warrantors are aware.
|
11.22 |
The Cloud Infrastructure:
|
11.22.1 |
11.22.2 |
11.23 |
12. |
EMPLOYMENT
|
12.1 |
A list of the jurisdictions in which the Company’s employees, workers and consultants are (so far as the Warrantors are aware) ordinarily resident is Disclosed.
|
12.2 |
The Company does not owe any amount to, nor does it have any outstanding obligations in respect of, any of its present or former directors, employees, or shareholders other than remuneration accrued during
the month in which this agreement has been entered into.
|
12.3 |
Save as Disclosed, there is not in existence nor is it proposed to introduce any share incentive, share option, profit sharing, bonus, or other incentive arrangements for or affecting any employees or former
employees.
|
12.4 |
There are no agreements or arrangements in relation to which the Company has incurred, will incur or could incur any liability or responsibility for or in relation to the provision of any pensions,
allowances, lump sums gratuities or other like benefits on redundancy, retirement, withdrawal from service or on death or during periods of sickness or disablement or accident for or in respect of any director, or former director or
employee or former employee of the Company or any person who has at any time agreed to provide services to the Company or any dependents of any such persons and no proposals or announcements have been made about the introduction,
continuance, variation of, or payment of any contribution towards any such agreements or arrangements.
|
12.8 |
No person has been or is employed as an employee or engaged as a worker or consultant by the Company in breach of any applicable immigration law.
|
12.9 |
The Company has obtained legal advice on the appropriate classification of its employees, workers and consultants and has at all times acted in accordance with such advice.
|
12.10 |
There are no outstanding or ongoing:
|
12.10.3 |
grievances, complaints, disputes, claims or legal proceedings brought or threatened in writing against the Company by any person currently or previously employed or engaged by the Company,
|
13. |
DATA PROTECTION
|
13.1.3 |
has maintained records of all its personal data processing activities as required by the Data Protection Legislation;
|
13.1.5 |
has appointed a data protection officer, where required under Data Protection Legislation, and notified such appointment to the Information Commissioner’s Office;
|
13.1.9 |
13.2 |
With respect to Data Protection Legislation:
|
14. |
RECORDS AND REGISTERS
|
14.2 |
The Company is not aware of any outstanding matter required to be entered in any of its statutory books, registers or minute books which has not been so entered at the date of this agreement.
|
14.5 |
The Company has not issued any warning notice or restrictions notice under Schedule 1B of the Act.
|
15. |
INSURANCE
|
15.1 |
all premiums have been duly paid to date;
|
15.3 |
such policies cover the Company’s business and assets against all risks which would normally be insured against by companies carrying on a similar business to the Company and/or having similar assets; and
|
15.4 |
there are no circumstances which would or might give rise to any claim and no insurance claim is outstanding.
|
16. |
LITIGATION
|
16.1 |
Neither the Company nor, so far as the Warrantors are aware, any person for whose acts and defaults the Company may be vicariously liable, is at present engaged whether as claimant, defendant or otherwise in
any legal action, proceeding or arbitration which is either in progress or is threatened or, so far as the Warrantors are aware, is pending or is being prosecuted for any criminal offence and no governmental, regulatory or official
investigation or inquiry concerning the Company is threatened or in progress or so far as the Warrantors are aware pending.
|
16.2 |
So far as the Warrantors are aware, there are no circumstances likely to lead to any such claim or legal action, proceeding or arbitration, prosecution, investigation or inquiry.
|
17. |
STATUTORY AND LEGAL REQUIREMENTS
|
18. |
NATIONAL SECURITY LEGISLATION
|
18.2 |
18.3 |
The Company does not: (i) produce, design, test, manufacture, fabricate, or develop any “critical technologies,” as that term is defined in 31 C.F.R. § 800.215; (ii) perform any of the functions as set forth
in column 2 of Appendix A to 31 C.F.R. Part 800 with respect to “covered investment critical infrastructure,” as defined in 31 C.F.R. § 800.212; or (iii) maintain or collect, directly or indirectly, “sensitive personal data,” as
defined in 31 C.F.R. § 800.241, of U.S. citizens.
|
19. |
SANCTIONS
|
19.1.1 |
any litigation, arbitration, settlement or other proceedings (including alternative dispute resolution, criminal and administrative proceedings) in any jurisdiction; or
|
19.3 |
Neither the Company nor, so far as the Warrantors are aware, any of the Company’s directors, officers, or employees is:
|
19.3.1 |
a Sanctions Target; or
|
19.3.2 |
engaging, or has engaged, in any conduct, operations, transactions or dealings that could reasonably be expected to result in it becoming a Sanctions Target.
|
1. |
Permit the Company to hold any Treasury Shares or permit the sale or transfer or cancellation of any shares held by the Company as Treasury Shares.
|
2. |
Permit or cause to be proposed any amendment to the New Articles, otherwise than as provided for in this agreement.
|
3. |
Propose or pay any dividend or propose or make any other distribution (as defined under section 1000 or section 1064 of the CTA 2010).
|
4. |
Subscribe or otherwise acquire or dispose of any shares in the capital of any other company or the whole or part of the undertaking of any other person or dispose of the whole or part of the undertaking of
the Company (including dealing in any way with the Company’s intellectual property other than in the ordinary course of business) (other than to the New Investor) or merge the Company or any part of its business with any other person
or propose to do so.
|
5. |
Permit the disposal of shares in the Company amounting to a Sale (other than to the New Investor) or IPO except (i) as expressly authorised in this agreement; or (ii) in in connection with a Proposed
Transaction that meets the Support Obligations Threshold Valuation.
|
6. |
Grant of any options to directors of the Company.
|
7. |
Permit the Company to cease, or propose to cease, to carry on its business or permit the Company or its directors to take any step to wind up the Company (except where it is insolvent (within the meaning of
section 123 of the Insolvency Act 1986)).
|
8. |
Enter into any contract or arrangement (excluding any intra-group agreement) that is not on an arm’s length basis.
|
1. |
Permit or cause to be proposed any alteration to its share capital or the rights attaching to its shares or waive any right to receive payment on any of its shares issued partly paid except:
|
(a) |
as expressly authorised in this agreement;
|
(b) |
in connection with a Primary Offering that meets the Support Obligations Threshold Valuation; or
|
(c) |
in relation to the issuance by the Company of Series D Shares up to an aggregate nominal value equivalent to 25 per cent. of the nominal value of the Company’s issued share capital from time to time).
|
2. |
Create, allot, issue, offer, buy-in or redeem any share or loan capital or grant or agree to grant any options except:
|
(a) |
as expressly authorised in this agreement;
|
(b) |
in connection with a Primary Offering that meets the Support Obligations Threshold Valuation; or
|
(c) |
in relation to the issuance by the Company of Series D Shares up to an aggregate nominal value equivalent to 25 per cent. of the nominal value of the Company’s issued share capital from time to time).
|
3. |
Permit a transfer, mortgage, charge or other disposal of the whole or any part of an interest in, or the grant of any option or other rights over, any shares in the capital of the Company (or permit, consent
to or facilitate any such encumbrance in respect of any other Group Company), to any person, or an agreement to do any of the foregoing, except: (i) in the case of a mortgage or charge, where the value is less than £5,000,000; (ii) to
the New Investor; (iii) where permitted or required so to do pursuant to the Articles or this agreement; or (iv) where such grant of security interest relates to Shares held by the New Investor.
|
4. |
Set or increase the number of Ordinary Shares available for any Share Option Plan.
|
5. |
Enter into any right of first refusal, negotiation or notification that applies in relation to a Sale (other than to the New Investor) or IPO which gives a third party a preferential right to negotiate, make
an offer or receive information in relation to such Sale or IPO except: (i) as expressly authorised in this agreement; or (ii) in in connection with a Proposed Transaction that meets the Support Obligations Threshold Valuation.
|
6. |
Increase the remuneration of any director of the Company by more than 10% (ten per cent.) per year.
|
1. |
Incur any expenditure in excess of 130% (one hundred and thirty per cent.) of agreed costs or investment set out in an adopted Budget or any adopted annual business plan from time-to-time or (where no Budget
or annual business plan has been adopted or where no items were specified but a general provision made) in relation to any item exceeding £1,000,000.
|
2. |
Incur any indebtedness or borrowings in excess of £5,000,000 unless provision for such indebtedness or borrowings has been made in an adopted Budget or any adopted annual business plan.
|
3. |
Adopt or amend a Share Option Plan.
|
4. |
Making any change to its auditors or changing its accounting reference date.
|
(a) |
as expressly authorised in this agreement; or
|
(b) |
in connection with a Primary Offering that meets the Support Obligations Threshold Valuation.
|
2. |
Permit the acceleration of any vesting with respect to options granted or restricted shares issued on the occurrence of a Sale or an IPO, except: (i) as expressly authorised in this agreement; or (ii) in in
connection with Proposed Transaction that meets the Support Obligations Threshold Valuation except:
|
(a) |
as expressly authorised in this agreement; or
|
(b) |
in connection with a Primary Offering that meets the Support Obligations Threshold Valuation.
|
3. |
Increase the maximum number of directors permitted pursuant to the Articles.
|
4. |
Engage any broker, advisor (including financial, accounting, auditing or legal), investment bank or similar party to provide any services for a Sale or IPO:
|
(a) |
as expressly authorised in this agreement; or
|
(b) |
in connection with a Primary Offering that meets the Support Obligations Threshold Valuation.
|
5. |
Approve or adopt the Budget or make any change to the Budget other than immaterial changes.
|
6. |
Make any material change to the nature of the Business or the jurisdiction where it is managed and controlled or change the name of the Company or do any act or thing outside the ordinary course of the
business carried on by the Company.
|
7. |
Make any loan or advance or give any credit (other than in the ordinary course of business) to any person or enter into or give any guarantee of or contract of suretyship for or otherwise commit itself in
respect of the due payment of money or the performance of any contract, engagement or obligation of any other person or body other than a wholly-owned subsidiary of the Company.
|
8. |
Permit the creation of or suffer to subsist any Encumbrance (other than a lien arising by operation of law) of a value in excess of £5,000,000 over the whole or any part of its undertaking, property or
assets save where such Encumbrance relates to Shares held by the New Investor.
|
9. |
Dispose (otherwise than in accordance with any relevant capital disposals forecast in the Budget) of any asset of a capital nature having a book or market value greater than £1,000,000.
|
10. |
Conduct any litigation material to the Company, save for litigation where the Company is a defendant or where it relates to the collection of debts arising in the ordinary course of the business carried on
by the Company (or any other Group Company) or any application for an interim injunction or other application or action (including interim defence) which is urgently required in the best interests of the Company (or any other Group
Company) in circumstances in which it is not reasonably practicable to obtain prior consent as aforesaid.
|
11. |
Other than where expressly contemplated by this agreement, enter into or vary any transaction or arrangement with, or for the benefit of any of its Directors or Shareholders or any other person who is a
connected person with any of its Directors or Shareholders.
|
2. |
The Company shall take out and maintain insurances satisfactory to the Series C Investor Majority and shall on request supply the New Investor with a schedule of such insurances.
|
4. |
New employees engaged by the Company shall not bring with them and employ intellectual property belonging to their ex-employers and other third parties.
|
5. |
The Company and each of the relevant Founder shall comply with the terms of this agreement and the New Articles.
|
7. |
12. |
The Company shall and the Founders shall procure that the Company shall prepare the management accounts and any other accounts and information referred to in clause 10.1 in accordance with good accounting
practice and such accounts or information shall reasonably reflect the true and fair view of the financial affairs of the Company at the date to which they have been prepared and its results for the relevant period.
|
14. |
The Company shall, as soon as reasonably practicable on request from the New Investor, implement such policies and procedures as requested by the New Investor, in a form approved by the New Investor, for the
purposes of the New Investor’s compliance with its public company reporting obligations and/or its obligations to its creditors, including, but not limited to, the New Investor’s: (i) Code of Conduct; (ii) Insider Trading and
Compliance Policy; and (iii) Policy Statement Guidelines for Corporate Disclosure.
|
15. |
Subject at all times to compliance with any applicable law or regulations (including but not limited to customary ethical standards to which the Company is subject), in respect of BPL-003, the Company shall:
|
(a) |
use reasonable efforts to ensure any third party research organisations providing services in connection with the phase Iib study complete their services in a timely manner (including in accordance with any
agreed deadlines); and
|
(b) |
keep the New Investor regularly informed of the status of the phase Iib study (including, providing the results of such study to the New Investor) and any other related activities and consult with the New
Investor in connection therewith.
|
16. |
Subject at all times to compliance with any applicable law or regulations (including but not limited to customary ethical standards to which the Company is subject), in respect of the ELE-101, the Company
shall:
|
(a) |
keep the New Investor regularly informed of the status of the ELE-101 phase ½a study (including, providing the results of such study to the New Investor) and consult the New Investor in respect of any
decisions made by the Company in respect of such study; and
|
(b) |
consult in good faith with the New Investor on the completion of any milestones in connection with the ELE-101 phase ½a study.
|
17. |
The Company shall keep the New Investor regularly informed of the status of the ongoing patent dispute in connection with file EP3927337 of the European Patent Register and consult the New Investor in
advance in respect of any actions it may take in connection therewith.
|
18. |
The Company shall obtain the New Investor’s prior written consent in connection with any steps or actions it wishes to take in connection with any litigation material to the Company where the Company is the
defendant in such litigation (including, for the avoidance of doubt, defending such litigation).
|
19. |
Within three months of Completion, the Company shall initiate a call and forfeiture process pursuant to Articles 36 (Call Notices) and 37 (Forfeiture of Shares) of the New Articles in respect of the following issued but unpaid shares:
|
(a) |
63,131 B Ordinary Shares allotted and issued to Geoffery; and
|
(b) |
18,939 B Ordinary Shares allotted and issued to Tiffany Florindo.
|
20. |
Within three months of Completion, the Company shall put in appropriate contract protocols to monitor and manage its exposure any contracts with third parties and ensure it has adequate insurance in place to
cover any such insurable exposure.
|
)
|
/s/ Michael Norris
|
|||
BECKLEY PSYTECH LIMITED
|
)
|
|
||
acting by Michael Norris
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
Matt Pearce
|
||
Signature of witness:
|
/s/ Matt Pearce
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Florian Brand
|
||
ATAI LIFE SCIENCES N.V.
|
)
|
|
||
acting by Florian Brand
|
)
|
Director/Duly Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
Anne-Marie Suh
|
||
Signature of witness:
|
/s/ Anne-Marie Suh
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Denham Eke
|
||
GALLOWAY LIMITED
|
)
|
|||
)
|
Director
|
|||
)
|
||||
in the presence of:
|
)
|
Name of witness:
|
Donna Rollitt
|
||
Signature of witness:
|
/s/ Donna Rollitt
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Tom Zierer
|
||
BILTON INVESTMENTS LIMITED (61354)
|
)
|
|
||
acting by Praxis Directors One Limited
acting by Tom Zierer
in the presence of:
|
)
|
Director
|
Name of witness:
|
Nicola Archer
|
||
Signature of witness:
|
/s/ Nicola Archer
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Cosmo Feilding Mellen
|
||
COSMO FEILDING MELLEN
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Vivian Kear
|
||
Signature of witness:
|
/s/ Vivian Kear
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Michael Norris
|
||
MICHAEL NORRIS
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
Matt Pearce
|
||
Signature of witness:
|
/s/ Matt Pearce
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Amanda Feilding
|
||
AMANDA FEILDING
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Vivian Kear
|
||
Signature of witness:
|
/s/ Vivian Kear
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Marc Wayne
|
||
MARC WAYNE
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
Julie Coleman
|
||
Signature of witness:
|
/s/ Julie Coleman
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Tim Mason
|
||
TIM MASON
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Rebecca Grant
|
||
Signature of witness:
|
/s/ Rebecca Grant
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Marc Ware
|
||
MARK WARE
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Sue Smith
|
||
Signature of witness:
|
/s/ Sue Smith
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Rock Feilding Mellen
|
||
ROCK FEILDING MELLEN
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Luciana Fondaras
|
||
Signature of witness:
|
/s/ Luciana Fondaras
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Chris Schnarr
|
||
CHRIS SCHNARR
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Kate Crawford
|
||
Signature of witness:
|
/s/ Kate Crawford
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
|||
ANTHONY CHOW
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
/s/ Richard Reed
|
||
RICHARD REED
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
Nadia Troxler
|
||
Signature of witness:
|
/s/ Nadia Troxler
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Tim Haines
|
||
TIM HAINES
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Marie-Claire Haines
|
||
Signature of witness:
|
/s/ Marie-Claire Haines
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Christian af Jochnick
|
||
CHRISTIAN AF JOCHNICK
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Rosa Gonzalez Zamora
|
||
Signature of witness:
|
/s/ Rosa Gonzalez Zamora
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
INTEGRATED INVESTMENT PARTNERS
|
)
|
|
||
LIMITED PARTNERSHIP
|
)
|
Samuel Barnes-Barrington
|
||
acting by Integrated General Partner Limited
|
)
|
|||
acting in turn by two directors
|
)
|
|||
)
|
|
|||
)
|
Philip Bisson
|
Executed as a deed by
|
)
|
/s/ Seth Tabatznik
|
||
SETH TABATZNIK
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Renata Minerbo Strengerowski
|
||
Signature of witness:
|
/s/ Renata Minerbo Strengerowski
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
|||
LARA TABATZNIK
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JASON NEWMARK
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
/s/ Jonathan Wright
|
||
JONATHAN WRIGHT
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
/s/ Kirsty Wright
|
||
Signature of witness:
|
/s/ Kirsty Wright
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Murray Goldman
|
||
GOLDMAN HOLDINGS LTD
|
)
|
|
||
acting by Murray Goldman
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
Name of witness:
|
Denis Beneteau
|
||
Signature of witness:
|
/s/ Denis Beneteau
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Chris O’Donoghue
|
||
CHRIS O’DONOGHUE
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Kate Percival
|
||
Signature of witness:
|
/s/ Kate Percival
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Pasquale Di Capo
|
||
POWERONE CAPITAL CORP
|
)
|
|
||
acting by Pasquale Di Capo
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
|
Executed as a deed by
|
)
|
/s/ Adam Balon
|
||
ADAM BALON
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Lucy Paget
|
||
Signature of witness:
|
/s/ Lucy Paget
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
PSYNERGIA LABS LLC
|
)
|
|
||
acting by Giles Hayward
|
)
|
Manager
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BE FUND I, A SERIES OF BICYCLE DAY
|
)
|
/s/ Peyton Dalton
|
||
VENTURES, LP
|
)
|
|
||
acting by Belltower Fund Group, Ltd., Manager
|
)
|
Authorized Person of the Manager of the
|
||
)
|
Fund’s GP
|
|||
in the presence of:
|
)
|
Name of witness:
|
Emily Richards
|
||
Signature of witness:
|
/s/ Emily Richards
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Mark Zittman
|
||
MARK A. ZITTMAN REVOCABLE TRUST
|
)
|
|
||
)
|
Mark Zittman
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Warren Wright
|
||
NOETIC PSYCHEDELIC FUND LP
|
)
|
|
||
acting by Warren Wright
|
)
|
Authorised Signatory
|
||
in the presence of:
|
Name of witness:
|
Caroline Thomson
|
||
Signature of witness:
|
/s/ Caroline Thomson
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Abdulaziz Shikh Al Sagha
|
||
OV BP LIMITED
|
)
|
|
||
)
|
Director
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
OCTAVIUS BLACK
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JOANNE BLACK
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
781526 ONTARIO INC
|
)
|
|
||
acting by Steven Mintz
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ELZBIETA MADEJ
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
FALKORA INVESTMENTS EUROPE
|
)
|
|
||
LIMITED
|
)
|
|||
)
|
Director
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MAT LAROCHE
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JONATHAN BROOKS
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
LARS MOURITZEN
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
ORYX VENTURES LTD
|
)
|
|
||
acting by Sean McLintock
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARK HOLYOAKE
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BWC INC
|
)
|
|
||
)
|
Director
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
PINZ FAMILY LLC
|
)
|
|
||
acting by Matthew Pinz
|
)
|
Partner
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
ZSP CAPITAL LLC
|
)
|
|
||
acting by Matthew Pinz
|
)
|
Partner
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
URI FRUCHTMAN
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
THOMAS JS DUGDALE
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MICHAEL FREUND
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
/s/ Arnaud Massenet
|
||
ARNAUD MASSENET
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
Georgia Lumb
|
||
Signature of witness:
|
/s/ Georgia Lumb
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
QUADRANGLE NOMINEES LIMITED
|
)
|
|
||
acting by Rosemary Helen Chamberlayne
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
EDUARDO GARCIA-LOPEZ LOAEZA
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
JUSTIN SEAN, LLC
|
)
|
|
||
)
|
Partner
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
XAN EDWARD CHARLES MORGAN
|
)
|
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JEAN MARC CIANCIMINO
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
|
Executed as a deed by
|
)
|
|||
JAMES WESTWOOD
|
)
|
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
GEORGE BARKER
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
MAJA NOMINEES PTY LIMITED ATF
|
)
|
|||
PERRY FAMILY TRUST
|
)
|
|
||
acting by Darren Perry
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
VINSCO PTY LTD ATF THE VINSCO
|
)
|
|||
INVESTMENT TRUST
|
)
|
|
||
acting by Ross Simon
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JOHN RICHARD KEY
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
DANIEL BARNAO
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ANNA BARNAO
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|
||
Occupation:
|
Executed as a deed by
|
)
|
|||
MICHAEL STEELE
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
DNI INVESTMENTS PTY LTD AFT
|
)
|
|||
IOANNIDIS FAMILY TRUST
|
)
|
|
||
acting by David Ioannidis
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
GREGORY WARD
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
LOTFI LADJEMI
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RICHARD ASEME
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
PATRICK WHEEN
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
SIMON FRANKS
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JASON WOOLLARD
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
GLYN HIRSCH
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
STEWART HALPERIN
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
|
Executed as a deed for and on behalf of
|
)
|
|||
SHAMBHALA INTERNATIONAL LIMITED
|
)
|
|
||
acting by Anthony Field
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
GEOFFREY ATKINS
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BWCI PENSION TRUSTEES LIMITED AS
|
)
|
|||
TRUSTEES FOR THE DEFERRED
|
)
|
|||
RETIREMENT ANNUITY TRUST SCHEME
|
)
|
|||
acting by two directors
|
)
|
|||
Gordon McKee
|
)
|
|||
and
|
)
|
|||
Michael McKay
|
)
|
Executed as a deed by
|
)
|
|||
RENEE RUNNALLS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
PAUL SIMON
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
/s/ James Bailey
|
||
JAMES BAILEY
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
TRANSLIMINAL LLC
|
)
|
|||
acting by Matthew Johnson
|
)
|
President
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RAJ NARAYANASWAMY
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
KJSM VENTURES CANADA INC
|
)
|
|||
acting by Scott McKay
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
KEN MCKAY
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
FIDUCIE DANIEL ROBICHAUD
|
)
|
|||
acting by Daniel Robichaud
|
)
|
Trustee
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
PATRICIA SAPUTO
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
FUTUREGEN CAPITAL CORPORATION
|
)
|
|||
acting by Hasmukh Patel
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Jed Wood
|
||
WOOD CAPITAL LTD
|
)
|
|||
acting by Jed Wood
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
Dezarae Bassett
|
||
Signature of witness:
|
/s/ Dezarae Bassett
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
|||
VENNING THANE STENNER
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Denham Eke
|
||
MEDIQ VENTURES LIMITED
|
)
|
|||
acting by Denham Eke
|
)
|
Director
|
||
in the presence of:
|
)
|
Name of witness:
|
Donna Rollitt
|
||
Signature of witness:
|
/s/ Donna Rollitt
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
INTEGRATED INVESTMENT
PARTNERS LLC
|
)
|
|||
acting by __________________________
|
)
|
Partner
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|
||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
MNL NOMINEES LIMITED
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BELLERIVE SPV31 LIMITED
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Abdulaziz Shikh Al Sagha
|
||||
OV BP SERIES B LIMITED
|
)
|
|||||
acting by
|
Abdulaziz Shikh Al Sagha |
)
|
Director
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BWC GROUP INC.
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||||
BE FUND II, A SERIES OF BICYCLE DAY
|
)
|
|||||
VENTURES, LP
|
)
|
/s/ Peyton Dalton
|
||||
acting by FUND GP, LLC its General Partner
|
)
|
|||||
acting by BELLTOWER FUND GROUP, LTD.
|
)
|
Authorised Signatory
|
||||
Manager of the General Partner
|
)
|
|||||
acting by
|
Peyton Dalton |
)
|
||||
in the presence of:
|
)
|
|||||
Name of witness:
|
Emily Richards
|
||
Signature of witness:
|
/s/ Emily Richards
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Noah Levy
|
||||
NEWTYN TE PARTNERS, LP
|
)
|
|||||
acting by
|
Noah Levy |
)
|
Director
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Faiza Issa
|
||
Signature of witness:
|
/s/ Faiza Issa
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Noah Levy
|
||||
NEWTYN PARTNERS, LP
|
)
|
|||||
acting by
|
Noah Levy |
)
|
Director
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Faiza Issa
|
||
|
|||
Signature of witness:
|
/s/ Faiza Issa
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Mark McDonald
|
||||
CONCENTRIC ERMAK CO-INVESTMENT
|
)
|
|||||
SPV LLP
|
)
|
Director
|
||||
acting by
|
Mark McDonald |
)
|
||||
in the presence of:
|
)
|
|||||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
PALO SANTO INVESTORS LP
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Kunal Sethi
|
||||
AYUH VENTURES, LLC
|
)
|
|||||
acting by
|
Kunal Sethi |
)
|
Director
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Christina Giguere
|
||
|
|||
Signature of witness:
|
/s/ Christina Giguere
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
BEC FUND I, A SERIES OF PSYCHEDELIC
|
)
|
|||
MEDICINE SPV, LP
|
)
|
|||
acting by FUND GP, LLC its General Partner
|
)
|
Authorised Signatory
|
||
acting by BELLTOWER FUND GROUP, LTD.
|
)
|
|||
Manager of the General Partner
|
)
|
|||
acting by __________________________
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BECKLEY PSYTECH PML SPV 1 LP
|
)
|
|||
acting by PRIME MOVERS LAB GP II LLC,
|
)
|
Authorized Person
|
||
its General Partner
|
)
|
|||
acting by __________________________
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||||
ADAGE CAPITAL PARTNERS LP
|
)
|
/s/ Dan Lehan
|
||||
acting by ADAGE CAPITAL PARTNERS, GP,
|
)
|
|||||
LLC, its General Partner
|
)
|
Authorised Signatory
|
||||
acting by ADAGE CAPITAL ADVISORS,
|
)
|
|||||
LLC its Managing Member
|
)
|
|||||
acting by
|
Dan Lehan |
)
|
||||
in the presence of:
|
)
|
|||||
Name of witness:
|
James Bardinelli
|
||
|
|||
Signature of witness:
|
s/ James Bardinelli
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||||
WHAT IF VENTURES BECKLEY 2021, A
|
)
|
/s/ Ted Stiefel
|
||||
SERIES OF CGF2021 LLC
|
)
|
|||||
acting by
|
Ted Stiefel |
)
|
Authorized Signatory of the Manager
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Joshua Ford
|
||
|
|||
Signature of witness:
|
/s/ Joshua Ford
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Anita Khubani
|
||||
ASK AMERICA LLC
|
)
|
|||||
acting by
|
Anita Khubani |
)
|
Director
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Dorentina Krasniqi
|
||
|
|||
Signature of witness:
|
/s/ Dorentina Krasniqi
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
/s/ Alex Foster
|
||||
MSP BECKLEY LLC
|
)
|
|||||
acting by
|
Alex Foster |
)
|
Director
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Claire Foster
|
||
Signature of witness:
|
/s/ Claire Foster
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
ITER INVESTMENTS I, LP
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
CLARIFY PHARMA PLC
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
NEGEV CAPITAL FUND ONE, L.P.
|
)
|
|
||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
AARON ROTENBERG
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
BARRY ROTENBERG
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
SCION CLAN TRUST
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RYAN WALSH
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ELAD KOHEN
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ADAM ZEITLIN
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RACHEL ZEITLIN
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
CORLEV HOLDINGS INC.
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ERIC RAPPS
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|
||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
CAPITAL EQUIPMENT SERVICES LTD
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|
||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
GUY BRAVERMAN
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
ALTERNATIVE HEALTH PARTNERS, LP
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
BRAD HYLER
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
CODY SHIRK TRUST
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
|
Executed as a deed by
|
)
|
|||
ALEX GERKOSWITCH
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RACHAEL COX
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|
||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
OLI COX
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ROB O’DONOUGHUE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
SETH MORRISON
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|
||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
WARREN TAYLOR
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARTIN SWEENEY
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
DEAN SHOOSMITH
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
CHRIS TUOHY
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
STEVE MARTIN
|
)
|
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
VANESSA MOORE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MIKE MOORE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
BRIAN PERRY
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MEGAN COLLINS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
BEN COLLINS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
NICK DAVIS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
TOBY CHAPMAN
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
BEN CATT
|
)
|
|
||
in the presence of:
|
)
|
Name of witness:
|
|
||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
IAIN NEWMAN
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARK WEBSTER
|
)
|
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
OLIVER COX LTD
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RYAN KOHN
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RIZ AHMED
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
PETER-PAUL WÜNSCHER
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
ROY NOMINEES LIMITED (A.C. 109680)
|
)
|
|||
acting by two directors
|
)
|
|||
___________________________
|
)
|
|||
and ________________________
|
)
|
|||
Executed as a deed for and on behalf of
|
)
|
|||
WEALTH & TAX MANAGEMENT LTD
|
)
|
|||
acting by __________________________
|
)
|
Director
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ANTHONY BYRNE
|
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||||
INTEGRATED INVESTMENT MANAGER
|
)
|
/s/ Jay Newmark
|
||||
SPV I LLC
|
)
|
|||||
acting by
|
Jay Newmark |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Aminata Rosella Epps Newmark
|
||
|
|||
Signature of witness:
|
/s/ Aminata Rosella Epps Newmark
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||||
INTEGRATED INVESTMENT PARTNERS
|
)
|
/s/ Andrew Chomer
|
||||
SPV I
|
)
|
|||||
acting by
|
Andrew Chomer |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Roya Darling
|
||
Signature of witness:
|
/s/ Roya Darling
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
BICYCLE DAY VENTURES LLC
|
)
|
|
||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
DAVID D’ONOFRIO
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||||
INTEGRATED INVESTMENT PARTNERS
|
)
|
/s/ Andrew Chomer
|
||||
FUND I
|
)
|
|||||
acting by
|
Andrew Chomer |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Roya Darling
|
||
|
|||
Signature of witness:
|
/s/ Roya Darling
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
2599584 ONTARIO INC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
2180447 ONTARIO INC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
OCAMA LP
|
)
|
|||
acting by KAIA CONSULTING LLC
|
)
|
Authorized Person
|
||
its General Partner
|
)
|
|||
acting by Meyer Mishkin
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
PLATFORM SECURITIES NOMINEES LTD
|
)
|
|||
A/C KKCLT
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BE FUND III, A SERIES OF BICYCLE DAY VENTURES LP
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Warren Wright
|
||||
GREY HOUSE PARTNERS ELEUSIS HOLDINGS SPV LP
|
)
|
|||||
acting by
|
Warren Wright |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Caroline Thomson
|
||
|
|||
Signature of witness:
|
/s/ Caroline Thomson
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
AJL INVESTMENT HOLDING II LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
AXON PARTNERS LP
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
SAJOR CAPITAL INVESTMENTS LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
THE SHINING ROCK FOUNDATION
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupaton:
|
Executed as a deed for and on behalf of
|
)
|
|||
PONIES AND RAINBOWS, LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
MMRAAB MANAGEMENT TRUST
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
GILGAMESH INVESTMENTS LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
HOND CORP.
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
MAINSTAR TRUST CUST FBO THOMAS C. RUTLEDGE IRA
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
MIKHAIL CHERNOV 2012 SPOUSAL ACCESS TRUST
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
NEILOUFAR FAMILY
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
TATEWARI LTD
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
EISENBERG CAPITAL LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
PACIFIC PREMIER TRUST
|
)
|
|
||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
SILVER SPIKE SPONSOR, LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
DRAIS03 LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
ECZACIBASI MOMENTUM TEKNOLOJI YATIRIMLARI ANONIM ŞIRKETI
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
EQUITY TRUST COMPANY CUSTODIAN FBO STEVEN ROSENBERG
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Warren Wright
|
||||
GHP ELEUSIS SPV LP
|
)
|
|||||
acting by
|
Warren Wright |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Caroline Thomson
|
||
|
|||
Signature of witness:
|
/s/ Caroline Thomson
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
UK FF NOMINEES LTD
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
2134255 ONTARIO INC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
||||
Signature of witness:
|
||||
Address:
|
||||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
AVENUE H CAPITAL, LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
BRAVER INVESTMENT GROUP LIMITED
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
CPT INC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
|
Executed as a deed for and on behalf of
|
)
|
|||
DELPHI SERIES BECKLEY PSYTECH, A SERIES OF DELPHI SPV SERIES LLC, A DELAWARE SERIES LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
FJ LABS ENTREPRENEURS FUND 2021, A SERIES OF FJ LABS FUNDS, LP
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
FJ LABS LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
HARVEST MOON HOLDINGS, LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
IMPACTASSETS INC. (FBO CIF CATALYTIC IMPACT SOLUTIONS FUND)
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
KWL TRUST
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
LANCHESTER LLC
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Barry McClay
/s/ Karen Haith
|
||||
LEAFY TUNNEL FUND 1, L.P.
|
)
|
|||||
acting by
|
Barry McClay and Karen Haith |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Marcus Allen
|
||
Signature of witness:
|
/s/ Marcus Allen
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
LOHENGRIN ENTERPRISES SA.
|
)
|
|
||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Nicola Hart
|
||
MNGJZ LLC
|
)
|
|||
acting by its Manager, Nicola Hart
|
)
|
Nicola Hart
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
Dylan Hart
|
||
|
|||
Signature of witness:
|
/s/ Dylan Hart
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
SAUSILITO LTD
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
SCM INVESTMENT LP
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ David D’Onofrio
|
||||
THE DICAPO FAMILY TRUST
|
)
|
|||||
acting by
|
David D’Onofrio |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Tong Pang
|
||
|
|||
Signature of witness:
|
/s/ Tong Pang
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
VIDACOS NOMINEES LTD A/C 156795
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Nick von Christierson
|
||||
WOVEN LABS LLC
|
)
|
|||||
acting by
|
Nick von Christierson |
)
|
Authorised Signatory
|
|||
in the presence of:
|
)
|
|||||
Name of witness:
|
Giles Hayward
|
||
Signature of witness:
|
/s/ Giles Hayward
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed for and on behalf of
|
)
|
|||
XTRA GOLD
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
|||
ZVI FIRON LAW COMPANY
|
)
|
|||
acting by __________________________
|
)
|
Authorised Signatory
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|
||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ANDREA CAMBRE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|
||
Signature of witness:
|
|
||
Address:
|
|
||
Occupation:
|
Executed as a deed by
|
)
|
|||
JACKIE LUNDIN
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
TONY EISENBERG
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JEREMY BENKIEWICZ
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MICHAEL BLITZER
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
TODD COHEN
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
BETH E. BOYER
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
KATHERINE ROBERTS
|
)
|
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARINE MALLINSON
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
FERIHA BERRAK SELEK
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
CHRISTOPHER A. MEYERS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ALISA NG
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
/s/ Shlomi Raz
|
||
SHLOMI RAZ
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
Judit Major
|
||
Signature of witness:
|
/s/ Judit Major
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
|||
STEVEN RICCIARDI
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
BRYAN CLIFTON
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MONICA REED
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARK MORAN, TRUSTEE OF THE EEMO 2021 GRAT
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
SHELLY BALDWIN
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ABIB BOCRESION
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
GILLES DELLAERT
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
XUAN KAREN FANG
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
WILLIAM M. ROBERTS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RAM. K SUNDARAM
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
/s/ Mary Vernon
|
||
MARY VERNON
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
Denis Lahart
|
||
|
|||
Signature of witness:
|
/s/ Denis Lahart
|
||
|
|||
Address:
|
[***]
|
||
|
|||
Occupation:
|
[***]
|
Executed as a deed by
|
)
|
/s/ Patrick Vernon
|
||
PATRICK VERNON
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
PATRICIA A. WELLDE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ELISHA WIESEL
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
SCOTT WORRICH
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
RYAN BRIDGES
|
)
|
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARK MORAN
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
CANNON CLIFTON
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ERVEY CLARKE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
LESLIE FORD
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
KELLY RAYBURN
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MELISSA MORAN, TRUSTEE OF THE 21 SPOUSAL GRAT
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARK GINSBURG
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
THERESA TRIBBLE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
THOMAS C. SWIFT
|
)
|
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
DAVID MICHAEL WEINER
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ADITYA KOHLI
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ANTHONY GRENIER
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
PETER LEE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ANNE MCGINNIS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address: | |||
Occupation:
|
Executed as a deed by
|
)
|
|||
DAVID AMOUYAL
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
ERAN HAGGIAG
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
HARRIS FRICKER
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
JACQUES ELALOUF
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MARK MCGINNIS
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
MICHAEL DAVIDSON
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
SAFRA NIMROD
|
)
|
|
||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
SARAH CALASCIONE
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed by
|
)
|
|||
SHLOMO NOY
|
)
|
|||
in the presence of:
|
)
|
|||
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
Executed as a deed for and on behalf of
|
)
|
/s/ Warren Wright
|
||||
NOETIC PSYCHEDELIC FUND US LP
|
)
|
|||||
acting by Warren Wright
|
)
|
Authorised Signatory
|
||||
in the presence of:
|
Name of witness:
|
Caroline Thomson
|
||
Signature of witness:
|
/s/ Caroline Thomson
|
||
Address:
|
[***]
|
||
Occupation:
|
[***]
|
1.
|
Interpretation
|
1
|
2.
|
Sale and purchase
|
3
|
3.
|
Warranties
|
3
|
4.
|
Purchase Price
|
5
|
5.
|
Completion
|
5
|
6.
|
Post-Completion
|
6
|
7.
|
Confidentiality
|
7
|
8.
|
Further assurance
|
7
|
9.
|
Assignment and other dealings
|
8
|
10.
|
Entire agreement
|
8
|
11.
|
Variation, waiver and rights and remedies
|
8
|
12.
|
Notices
|
9
|
13.
|
Severance
|
9
|
14.
|
Third party rights
|
9
|
15.
|
Counterparts
|
9
|
16.
|
Governing law and jurisdiction
|
10
|
Schedule 1
|
THE SELLERS
|
1
|
Schedule 2
|
PROPORTIONS IN WHICH THE SALE SHARES ARE TO BE PURCHASED
|
1
|
(1) |
The persons whose names and addresses are set out in Schedule 1 (each a “Seller”
and together the “Sellers”); and
|
(2) |
ATAI LIFE SCIENCES N.V., a company incorporated in the Netherlands with
company number 80299776, whose registered office is at Wallstraße 16, 10179 Berlin, Germany (the “Buyer”).
|
(A) |
The Sellers have agreed to sell, and the Buyer has agreed to buy, the Sale Shares subject to the terms and conditions of this Deed.
|
1. |
INTERPRETATION
|
1.1 |
The definitions and rules of interpretation in this clause 1 apply in this Deed.
|
(a) |
any national, federal, state, county, municipal, local, or foreign government or any entity exercising executive, legislative, judicial, regulatory, taxing, or
administrative functions of or pertaining to government;
|
(b) |
any public international organisation;
|
(c) |
any agency, division, bureau, department, or other political subdivision of any government, entity, or organisation described in the foregoing subparagraphs (a) or
(b);
|
(d) |
any company, business, enterprise, or other entity owned, in whole or in part, or controlled by any government, entity, organisation, or other person described in the
foregoing subparagraphs (a), (b) or (c); or
|
(e) |
any political party;
|
1.2 |
References to clauses and Schedules are to the clauses of and Schedules to this Deed and references to paragraphs are to paragraphs of the relevant Schedule.
|
1.3 |
The Schedules form part of this Deed and shall have effect as if set out in full in the body of this Deed. Any reference to this Deed includes the Schedules.
|
1.4 |
Headings are for convenience only and do not affect the construction of this Deed.
|
1.5 |
Words in the singular include the plural and vice versa and references to one gender include any other gender.
|
1.6 |
The expression “person” means any natural person, company, partnership, joint venture or association or any other entity, whether or not it has a legal personality.
|
1.7 |
This Deed shall be binding on and enure to the benefit of, the parties to this Deed and their respective successors, personal representatives and permitted assigns,
and references to a “party” shall include that party’s successors, personal representatives and permitted assigns.
|
1.8 |
A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.
|
1.9 |
Unless expressly provided otherwise in this Deed, a reference to “writing” or “written” excludes fax but not email.
|
1.10 |
References to the “Sellers” shall be interpreted as references to each of the Sellers as the context of this Deed may require.
|
1.11 |
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not
limit the sense of the words preceding those terms.
|
1.12 |
Unless expressly provided otherwise in this Deed, a reference to legislation or a legislative provision:
|
(a) |
is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment made
after the date of this Deed shall apply for the purposes of this Deed to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party; and
|
(b) |
shall include all subordinate legislation from time to time under that legislation or legislative provision.
|
2. |
SALE AND PURCHASE
|
2.1 |
Subject to the terms of this Deed, each Seller shall sell to the Buyer its Sale Shares and the Buyer shall purchase the Sale Shares.
|
2.2 |
To the extent that it is within its power to do so, each Seller severally undertakes to waive, or to procure the waiver of, all pre-emption and similar rights over
its Sale Shares or any of them to which it or any person may be entitled under the Articles or otherwise prior to or in consequence of the sale or transfer of the relevant Sale Shares from the Sellers to the Buyer.
|
3. |
WARRANTIES
|
3.1 |
Each Seller severally warrants to the Buyer (in respect only of such Seller and/or such Seller’s Sale
Share (as applicable) that each of the following warranties (together the “Warranties” and each a “Warranty”) is true, accurate and not misleading as at the Completion Date and acknowledges that the Buyer is entering into this Deed in reliance on the Warranties:
|
(a) |
its Sale Shares are fully paid up;
|
(b) |
the Seller has the right to sell its Sale Shares on the terms of this Deed;
|
(c) |
its Sale Shares will be sold free from all Encumbrances and with all rights attaching to them at Completion, including the right to receive all dividends and other
distributions declared, made or paid after Completion (and there is no agreement or commitment to give or create such an Encumbrance, and no person has claimed to be entitled to such an Encumbrance);
|
(d) |
the Seller is the sole legal and beneficial owner of the Sale Shares;
|
(e) |
full legal and beneficial ownership of its Sale Shares will be transferred to the Buyer at Completion in accordance with clause 5;
|
(f) |
the Seller has all necessary capacity, power and authority to enter into and perform the Seller’s obligations under this Deed and all agreements and documents to be
executed or signed by or on behalf of the Seller pursuant to this Deed;
|
(g) |
this Deed, and all agreements and documents to be executed or signed by or on behalf of the Seller pursuant to this Deed, constitute, or will when executed or signed
constitute, binding and enforceable obligations on the Seller in accordance with their respective terms;
|
(h) |
the execution and delivery by the Seller of this Deed and the documents referred to in it, and compliance with their respective terms shall not breach or constitute a
default under any agreement or instrument to which the Seller is a party or by which the Seller is bound, or of any order, judgement, decree or other restriction applicable to the Seller;
|
(i) |
no person has any right to call for the transfer of or otherwise acquire its Sale Shares and, so far as the Seller is aware, no claims of any kind have been made by
any person to be entitled to its Sale Shares;
|
(j) |
the Seller:
|
(i) |
is a sophisticated individual familiar with transactions similar to those contemplated by this Deed;
|
(ii) |
has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of its Sale Shares;
|
(iii) |
has independently and without reliance upon the Buyer or the Company, and based on such information and the advice (and in particular tax advice) of such advisers as
the Seller has deemed appropriate, made its own analysis and decision to enter into this Deed;
|
(k) |
subject to Clause 3.4 below, to the extent a Seller has received any investment advice or deal arrangement services regarding the sale of its Sale Shares, or has been
invited or induced to sell its Sale Shares by a party, any such investment advice or deal arrangement services has been received from a person authorised by the Financial Conduct Authority to provide investment advice or to arrange deals in
investments (respectively) and any such invitation or inducement has been issued by a person authorised by the Financial Conduct Authority;
|
(l) |
there are no:
|
(i) |
outstanding judgments applicable to the Seller;
|
(ii) |
proceedings pending or, to the knowledge of the Seller, threatened against any them; or
|
(iii) |
investigations by any Governmental Entity that are pending or, to the knowledge of the Seller, threatened against any them,
|
(A) |
materially impair the ability of the Seller to perform its obligations under this Deed, or
|
(B) |
have any adverse effect on the consummation by the Seller of the transactions contemplated by this Deed.
|
3.2 |
Each Seller acknowledges that: (i) neither the Buyer nor any of its affiliates, nor any of their respective officers, directors, employees, consultants or
professional advisers, nor (ii) the Company nor any of its affiliates, any of their respective officers, directors, employees, consultants or professional advisers ((i) and (ii) together, the “Company Parties”) are acting as a fiduciary or financial adviser or investment adviser to such Seller, or has offered deal arrangement services, and has not given such Seller any investment advice,
opinion, recommendation or other information on whether the sale of such Seller’s Sale Shares is prudent.
|
3.3 |
Each Seller acknowledges that it is aware that this Deed and any other communication in connection with the subject matter of this Deed has not been approved by a
person authorised under the Financial Services and Markets Act 2000 ("FSMA") for the purposes of section 21 of FSMA and that this Deed and any such
communication is directed only at:
|
(a) |
persons with professional experience in matters relating to investments of the relevant type as described in article 19 of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005, as amended from time to time (the "Financial Promotion Order"); or
|
(b) |
persons of the kind described in article 49(2) of the Financial Promotion Order; or
|
(c) |
certified high net worth individuals, and certified and self-certified sophisticated investors as described in articles 48, 50 and 50A respectively of the Financial
Promotion Order; or
|
(d) |
persons to whom this Deed and any other communication in connection with the subject matter of this Deed may otherwise lawfully be communicated,
|
3.4 |
Each Seller acknowledges that:
|
(a) |
if it wishes to be advised on the terms of the sale or purchase of its Sale Shares or otherwise then it must seek its own advice, and in particular tax advice, from a
suitably qualified professional;
|
(b) |
the Company and/or the Buyer currently may have, and later may come into possession of, information with respect to the Company that is not known to such Seller and
that may be material to a decision to sell its Sale Shares (“Excluded Information”);
|
(c) |
each Seller has determined to sell its Sale Shares notwithstanding their lack of knowledge of the Excluded Information;
|
(d) |
none of the Company Parties shall have any liability to any Seller, and each Seller hereby irrevocably waives and releases any and all claims that it might have
against any of the Company Parties, respectively, whether under applicable securities laws or otherwise, with respect to the non-disclosure of such Excluded Information in connection with the sale of its Sale Shares and the transactions
contemplated by this Deed;
|
(e) |
the price for its Sale Shares may increase in the future and the Seller will not receive any further consideration, proceeds or otherwise, other than its proportion
of the Purchase Price;
|
(f) |
the Company Parties have not made any representations or warranties in connection with the sale of the Sale Shares and the Seller is not relying on any Company Party
in making its decision to sell; and
|
(g) |
it has received all the information they consider necessary or appropriate for deciding whether to enter into this Deed and have had an opportunity to ask questions
and receive full answers from the Company concerning, among other things, its financial condition, its management, its prior activities and any other information which they considers relevant or appropriate.
|
3.5 |
Each Seller acknowledges that the Company Parties are relying on the accuracy and truth of the foregoing provisions of this Clause 2.
|
4. |
PURCHASE PRICE
|
5. |
COMPLETION
|
5.1 |
Completion shall take place on the Completion Date. At Completion,
|
(a) |
each Seller shall deliver or make available to the Buyer:
|
(i) |
a duly executed stock transfer forms in favour of the Buyer, transferring legal and beneficial title to the relevant Sale Shares to the Buyer; and
|
(ii) |
the share certificate(s) representing the relevant Sale Shares, or an indemnity for any missing share certificates, duly executed as a deed;
|
(b) |
each Seller who is an employee of a Group Company shall deliver to the Company, a deed of indemnity in favour of the relevant Group Company in respect of any income
tax or National insurance contributions (or their equivalent in any other jurisdiction) for which a Group Company is liable to account as a result of or in connection with: (x) the acquisition, holding or disposal by the Secondary Seller of
the Secondary Sale Shares; (y) any other taxable event with respect to the Secondary Sale Shares occurring whilst they are held by the Secondary Seller, on or before the Secondary Completion Date; and (z) failure or delay of the Secondary
Seller in reimbursing any amount in connection with any of the circumstances described in the foregoing limbs (x) or (y); and
|
(c) |
subject to the Sellers complying with their obligations under Clause 5.1 above, the Buyer shall pay the Purchase Price (in the proportions set out in Column (3) of
the table set out in Schedule 2) by electronic transfer of immediately available funds to each Seller to the bank account details provided by such Seller to the Buyer in writing at least two (2) Business Days prior to Completion (or such date
as agreed between the Buyer and such Seller). Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the Purchase Price.
|
6. |
POST-COMPLETION
|
6.1 |
For so long after Completion as each Seller remains the registered holder of its Sale Shares, such Seller shall hold such Sale Shares registered in their name and all
dividends accrued or to accrue on them pending registration of their transfer to the Buyer on trust for the Buyer and will pay and deal with them and dividends on them as the Buyer may direct.
|
6.2 |
Each Seller shall, at their own cost and expense, execute all such documents and deeds and do all such acts and things as the Buyer may from time to time reasonably
require to transfer to the Buyer the legal and beneficial ownership free from all Encumbrances of such Seller’s Sale Shares.
|
6.3 |
Upon Completion, to secure the Buyer’s interests and the Seller’s obligations under this Deed and pending the registration of the transfer to the Buyer of the
relevant Sale Shares, each Seller hereby irrevocably appoints the Buyer as their attorney until such time as the name of that Buyer is entered in the register of members of the Company as the owner of that Seller’s Sale Shares, with power on
the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver, do and exercise if the Buyer was registered as the holder of its
Sale Shares, including without limitation to:
|
(a) |
attend, participate and vote its Sale Shares at general meetings or class meetings of the Company (or any adjournment of any such meeting);
|
(b) |
receive or accept service of or agree to waive all or any notices or to agree to accept short notice for and to attend and vote and demand and vote on a poll or
otherwise at and to execute any form of proxy in respect of all or any meetings or class meetings of the holders of shares or securities in the Company;
|
(c) |
execute any consent to short notice or written resolution capable of being executed by a shareholder of the Company;
|
(d) |
receive or direct any and all dividends declared or distributions made in respect of its Sale Shares on or after Completion; and
|
(e) |
transfer and deal with its Sale Shares rights, powers, privileges, benefits and entitlements and execute such documents under hand or as a deed and do such acts and
things as the Buyer shall from time to time think fit in all respects as if the Buyer was the absolute legal and beneficial owner of its Sale Shares.
|
6.4 |
Each Seller agrees and undertakes to ratify everything done by the Buyer as its attorney in pursuance of the power of attorney contained in Clause 6.3.
|
6.5 |
Each Seller undertakes:
|
(a) |
not to exercise any power conferred on the Buyer by the power of attorney included in clause 6.3 without the Buyer’s consent;
|
(b) |
to promptly notify the Buyer of anything received by the Seller in its capacity as the registered holder of its Sale Shares and promptly deliver the same to the
Buyer;
|
(c) |
to ratify and confirm whatever the Buyer does or purports to do in good faith in exercising the powers conferred by the power of attorney in clause 6.3; and
|
(d) |
to indemnify the Buyer against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith pursuant to power of
attorney in clause 6.3 (including any costs incurred in enforcing this indemnity).
|
7. |
CONFIDENTIALITY
|
7.1 |
Except to the extent that disclosure is required (i) by law, (ii) by a regulatory body, tax authority or securities exchange, (iii) to make any filing with, or obtain
any authorisation from, a regulatory body, tax authority or securities exchange; (iv) to protect the disclosing party’s interest in any legal proceedings; or (v) as permitted under the terms of the subscription and shareholders’ agreement in
respect of the Company entered into on or around the date hereof:
|
(a) |
no party shall at any time disclose to any person (other than the relevant party’s professional advisers, consultants, employees or group officers as are reasonably
necessary to advise on this Deed (subject to the requirement that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party)) the terms of this Deed or any trade secret,
know how or other confidential information relating to the Seller, the Company or the Buyer, or make any use of such information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under
this Deed; and
|
(b) |
no party shall make, or permit any person to make, any public announcement, communication or circular concerning this Deed without the prior written consent of the
other parties.
|
8. |
FURTHER ASSURANCE
|
9. |
ASSIGNMENT AND OTHER DEALINGS
|
9.1 |
Subject to clause 9.2, no party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust of, or deal in any other manner with any or all of
its rights and obligations under this Deed.
|
9.2 |
Notwithstanding clause 9.1, the Buyer shall be permitted, without the consent of any other party hereto, to:
|
(a) |
assign its rights under this Deed to any of its Permitted Transferees (as such term is defined in the Articles); or
|
(b) |
assign the benefit of, charge or otherwise grant security over the whole or part of any of its rights in this Deed to any bank or financial institution which requires
such security for the purpose of such bank or financial institution lending money or making other banking facilities available to the Buyer, by way of security, or any refinancing thereof.
|
10. |
ENTIRE AGREEMENT
|
10.1 |
This Deed constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
|
10.2 |
Each of the parties acknowledges and agrees that it has not entered into this Deed in reliance on any statement or representation of any person (whether a party to
this Deed or not) other than as expressly incorporated in this Deed and the documents referred to or incorporated in this Deed.
|
10.3 |
Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or
to rescind this Deed by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this Deed or not) and upon which it has relied in entering into this Deed.
|
10.4 |
Nothing contained in this Deed or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result
of fraud.
|
11. |
VARIATION, WAIVER AND RIGHTS AND REMEDIES
|
11.1 |
No variation of this Deed shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
|
11.2 |
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
|
11.3 |
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or
restrict the further exercise of that or any other right or remedy.
|
11.4 |
Except as expressly provided in this Deed, the rights and remedies provided under this Deed are in addition to, and not exclusive of, any rights or remedies provided
by law.
|
12. |
NOTICES
|
12.1 |
A notice given to a party under or in connection with this Deed shall be in writing and shall be:
|
(a) |
delivered by hand or by pre-paid first-class post, courier or other next working day delivery service at its registered office (if a company) or its principal place
of business (in any other case); or
|
(b) |
sent by email to the following addresses (or an address substituted in writing by the party to be served):
|
(i) |
Sellers: the relevant email address as provided in Column 3 of Schedule 1,
|
(c) |
if delivered by hand, at the time the notice is left at the proper address;
|
(d) |
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am the Business Day after posting;
|
(e) |
if sent by courier (or if from any place outside the country where the relevant address is located, by air courier), two (2) Business Days after its delivery to a
representative of the courier; or
|
(f) |
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12, “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
|
12.2 |
This clause 12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of
dispute resolution.
|
13. |
SEVERANCE
|
13.1 |
If any provision or part-provision of this Deed is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity
and enforceability of the rest of this Deed.
|
13.2 |
If any provision of this Deed is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in
question will apply with the minimum modifications necessary to make it valid and enforceable.
|
14. |
THIRD PARTY RIGHTS
|
15. |
COUNTERPARTS
|
16. |
GOVERNING LAW AND JURISDICTION
|
16.1 |
This Deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be
governed by and construed in accordance with the laws of England.
|
16.2 |
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with this Deed or its subject matter or formation.
|
(1)
|
(2)
|
(3)
|
Name
|
Address
|
Email
|
(1)
|
(2)
|
(3)
|
Name of Seller
|
Number and class of Sale Shares
|
Purchase Price
(£)
|
Totals:
|
Signed as a Deed by
|
)
|
|||
[●]
|
)
)
|
|||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address of witness:
|
|||
Occupation of witness:
|
Executed as a deed for and on behalf of
|
)
|
|||
ATAI LIFE SCIENCES N.V.
|
)
|
|||
acting by ______________________
|
)
|
Director/Duly Authorised Signatory
|
||
in the presence of:
|
)
|
Name of witness:
|
|||
Signature of witness:
|
|||
Address:
|
|||
Occupation:
|
|
- |
Strategic investment in Beckley Psytech reinforces atai’s position as the biopharmaceutical company with the largest and most
diverse portfolio of clinical-stage psychedelic candidates
|
- |
Two patent-protected, clinical-stage programs BPL-003 (intranasal 5-MeO-DMT) and ELE-101 (intravenous psilocin) complement atai’s existing drug development programs
|
- |
Multiple clinical readouts anticipated from this investment in Beckley Psytech within next 12 months, including a Phase 2b
readout of BPL-003 in Treatment Resistant Depression in 2H24
|
- |
BPL-003 has the potential to become a first-in-class short-duration psychedelic treatment with rapid acting and durable antidepressant effects
|
- |
Anticipated synergies through collaborating on digital therapeutics, commercial and market access activities in preparation for potential future commercialization
|
- |
atai to hold conference call & webcast on Thursday, January 4, 2024 at 8:00 a.m. ET
|