ATAI Life Sciences AG, a German stock corporation (Aktiengesellschaft), with its business address at Wallstraße 16, 10179 Berlin, Germany, registered with the commercial register of the local court of Munich under HRB 239201.

ATAI Life Sciences N.V., a public company under Dutch law (naamloze vennootschap), having its corporate seat in Amsterdam, offices at Wallstraße 16, 10179 Berlin, Federal Republic of Germany, and registered with the Trade Register of the Chamber of Commerce under number 80299776.

Christian Angermayer, born on 26 April 1978, resident in [***], United Kingdom

ATAI AG and Consultant entered into a consulting agreement dated January 16, 2021 (the “AG Consultancy Agreement”).

ATAI NV and Consultant desire to enter into a separate consultancy agreement (the “NV Consultancy Agreement”) with (i) an extended term, (ii) revised services (as defined herein) to be provided by Consultant to ATAI NV, and (iii) a modified compensation arrangement as provided in greater detail below.

Therefore, ATAI AG and Consultant wish to terminate the AG Consultancy Agreement which shall be replaced by the NV Consultancy Agreement between ATAI NV and the Consultant.

Termination of AG Consultancy Agreement

NV Consultancy Agreement

Services

The Consultant shall provide the following services (the “Services”):

Nothing in this Consultancy Agreement or the nature of the Services of the Consultant pursuant to this NV Consultancy Agreement shall be deemed to create a fiduciary or agency relationship between the Consultant or any of its respective subsidiaries and ATAI NV or any of its subsidiaries.

During the Term, the Consultant shall provide the Services for such time as may be necessary for their proper performance. The Services shall be provided at such places as are necessary for their proper performance.

The Consultant shall provide the Services with all due care, skill and ability and shall promptly give ATAI all such information and reports as ATAI may reasonably require in connection with the provision of the Services.

Nothing in this NV Consultancy Agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term, provided that such activity does not cause a breach of any of the Consultant's obligations under this NV Consultancy Agreement.

Term

This NV Consultancy Agreement shall commence upon its execution by the Parties (the “Effective Date”) and shall expire four years following such Effective Date on 5 January 2028.

Upon the expiry of the Term or upon its termination according to clause 3, this NV Consultancy Agreement shall cease to have any effect (save for clauses 4 (Remuneration), 5 (Expenses and Reimbursement), 6 (Confidentiality) and 7 (Final Provisions)).

Termination

The Consultant shall be entitled to terminate this NV Consultancy Agreement by giving written termination notice to ATAI NV (email sufficient) if, in the reasonable opinion of the Consultant ATAI NV is in breach of a material obligation under this NV Consultancy Agreement.

ATAI NV shall be entitled to terminate this NV Consultancy Agreement by giving written termination notice to the Consultant (email sufficient) if, in the reasonable opinion of ATAI NV the Consultant is in breach of a material obligation under this NV Consultancy Agreement.

Remuneration

The Consultant shall receive, for the provision of the Services, share options in accordance with ATAI NV’s 2021 Incentive Award Plan (“EIP 2021”) for selected executives, employees and consultants of ATAI NV that provides for stock options being granted to beneficiaries that will, if such options are being exercised, convert into shares in ATAI NV.

Consultant will receive 1,658,094 share options (“Options”) under the EIP 2021.  The Options shall vest with respect to 642,000 of the shares subject to the Option based on ATAI NV’s standard four year vesting schedule with 25% vesting on the first anniversary of January 7, 2024 and the remainder vesting in thirty-six (36) substantially equal monthly installments thereafter, subject to Consultant’s continued service to ATAI NV through the applicable vesting date.  In addition, the Options shall vest with respect to 1,016,094 of the shares subject to the Option (the “Performance Option”) based on ATAI NV’s four-year TSR compared to the four-year TSR of the XBI (the “XBI TSR”) as follows and subject to Consultant’s continued service to ATAI NV through January 7, 2028:

25% of the Performance Option shall be eligible to vest on January 7, 2028 if ATAI NV's TSR outperforms the XBI TSR over the four year period beginning on January 1, 2024 (the "Vesting Period") by more than 10%;

an additional 25% of the Performance Option shall be eligible to vest on January 7, 2028 if ATAI NV's TSR outperforms the XBI TSR over the Vesting Period by more than 20%;

an additional 25% of the Performance Option shall be eligible to vest on January 7, 2028 if ATAI NV's TSR outperforms the XBI TSR over the Vesting Period by more than 30%; and

an additional 25% of the Performance Option shall be eligible to vest on January 7, 2028 if ATAI NV's TSR outperforms the XBI TSR over the Vesting Period by more than 40%.

In case this NV Consultancy Agreement is terminated before an applicable vesting date for any or no reason and irrespective of which Party terminates the NV Consultancy Agreement, Consultant shall be entitled to keep such Vested Options received until the effective date of termination and shall be entitled to exercise them in accordance with the EIP 2021. Following the effective date of termination, no further Options are eligible for vesting and any Options received but not vested shall be forfeited.

Expenses and Reimbursement

Confidentiality

ATAI NV and Consultant undertake, in respect of them and also on behalf of their Affiliates and representatives to keep confidential and not disclose the content of this NV Consultancy Agreement, its conclusion and implementation as well as any confidential information obtained from ATAI NV and/or its Affiliates, except if and to the extent (i) disclosure is expressly agreed among the ATAI NV and Consultant, (ii) the relevant facts or circumstances are publicly known or become publicly known without any violation of this clause; (iii) disclosure is required pursuant to any statute or law, official, judicial or administrative orders, requirements or provisions or regulations relating to a stock exchange; (iv) disclosure is made to attorneys, accountants, tax consultants, and other professional advisors of a Party, provided that such advisors are subject to secrecy duty by law or a corresponding confidentiality obligation; or (v) disclosure is made to a third party, that can reasonably be expected to subscribe for or acquire shares in ATAI NV, provided reasonable measures are in place or have been taken that such potential third party acquirer and/or subscriber will keep confidential the content of this NV Consultancy Agreement as well as any other confidential information obtained.

The provisions of this clause shall remain in force also following the execution of this NV Consultancy Agreement.

Final Provisions

“Affiliate” shall be any entity that is controlling, controlled by or under the common control of another person or entity, whereas “control” means the ability of such controlling person/entity to determine the affairs of another entity by way of (i) holding shares, (ii) possession of voting rights, or (iii) any other way whatsoever (in each case whether directly or indirectly), in particular including any affiliated entity (verbundene Unternehmen) as defined in sec. 15 et seq of the German Stock Corporation Act (Aktiengesetz).

ATAI NV and Consultant shall not be entitled to assign any rights or claims under this NV Consultancy Agreement without the prior written consent of the respective other Party.

This NV Consultancy Agreement contains the entire agreement of the ATAI NV and Consultant with respect to the subject matter hereof and supersedes any previous agreements. There are no side agreements.

Any amendments and supplements to this NV Consultancy Agreement as well as waiver of any provision of this NV Consultancy Agreement, including this Clause 7.4, shall be valid only if made in writing (DocuSign sufficient), unless a stricter form is required by law.

Any notice or other communication between the Parties in connection with this NV Consultancy Agreement shall be in writing, in English language, and shall be considered as sufficiently given or served of delivered by hand or sent by courier or facsimile to the addresses as set out at the beginning of this NV Consultancy Agreement or at such other addresses or numbers which each Party may communicate to the other Party pursuant to this Clause 7.5.

This NV Consultancy Agreement shall be governed by the laws of the Federal Republic of Germany.

To the extent permissible by law, exclusive place of jurisdiction for any and all disputes resulting from or arising in connection with this NV Consultancy Agreement is Berlin, Germany.

If a provision of this NV Consultancy Agreement should be or become invalid or not contain a necessary regulation, the validity of the other provisions of this NV Consultancy Agreement shall not be affected thereby. The invalid provisions shall be deemed replaced and the gap shall be deemed filled by a legally valid arrangement, which corresponds as closely as possible to the intentions of the Parties or what would have been the intentions of the Parties according to the aim and purpose of this NV Consultancy Agreement if they had recognized the invalid provision or gap.