Nominal Value £0.008 Each) UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2021 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
AGREEMENT OF LEASE BETWEEN AZUL NYC LLC, AS LANDLORD, AND COMPASS PATHWAYS, INC., AS TENANT. PREMISES: Entire Seventh (7th) Floor 44 West 37th Street New York, New YorkAgreement of Lease • November 2nd, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
Nominal Value £0.001 Each) UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2020 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
ContractCOMPASS Pathways PLC • March 9th, 2021 • Pharmaceutical preparations
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 5th, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is dated as of June 30, 2023, and is entered into by and among COMPASS Pathways plc, a public limited company incorporated under the laws of England and Wales (“Company”), COMPASS Pathfinder Holdings Limited, a private limited company incorporated under the laws of England and Wales (“COMPASS Pathfinder Holdings”), COMPASS Pathfinder Limited, a private limited company incorporated and registered in England and Wales (“COMPASS Pathfinder Limited”), COMPASS Pathways, Inc., a Delaware corporation (“COMPASS Pathways”, and together with the Company, COMPASS Pathfinder Holdings, and COMPASS Pathfinder Limited, individually or collectively, as the context may require, the “Borrower”) and each other borrower or guarantor from time to time party hereto (together with Borrower, collectively, the “Loan Parties”, and each, a “Loan Party”), the several banks and other financial institutions or entities from time to time party hereto (each, a “Lender”, and collective
Services AgreementServices Agreement • September 14th, 2020 • COMPASS Pathways PLC • Pharmaceutical preparations
BioInnovation Labs LLC or its affiliates (collectively, “BioLabs”) and the licensee identified on the signature page of this agreement (“Client” or “Licensee”) hereby agree as of 30 May 2019 (the “Commencement Date”), to the following terms and conditions (the “Agreement”). Please note that “you” and “your” refer to the aforementioned Licensee, and “we” and “our” refer to BioLabs.
SHARE OPTION CONTRACTShare Option Contract • October 9th, 2020 • COMPASS Pathways PLC • Pharmaceutical preparations • England and Wales
(1)COMPASS PATHWAYS PLC (12696098) whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (the “Company”); and
Re: Separation Agreement and ReleaseLetter Agreement • October 26th, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations
This letter agreement (this “Agreement”) sets forth the terms and conditions of your mutually agreed separation from employment with COMPASS Pathways, Inc. (“COMPASS” or the “Company”). Your separation from employment with the Company is effective as of November 3, 2023 (the “Last Day of Employment”). Regardless of whether you sign this Agreement, the Company will pay to you the Earned Amounts and the Final Expenses (as those terms are defined in the employment agreement dated as of November 15, 2021 by and between you and COMPASS (the “Employment Agreement”)).
CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 2 2. FOLLOW ON 14 3. GOVERNANCE 15 4. RIGHTS OF INVESTOR SHARES 21 5. PRE-EMPTION RIGHTS ON ISSUE 22 6. DEED OF ADHERENCE 23 7. SHARE TRANSFERS 23 8. HOLDING COMPANY REORGANISATION 27 9. LISTING 28 10....Shareholders' Agreement • August 28th, 2020 • COMPASS Pathways PLC • Pharmaceutical preparations • England and Wales
(1)Compass Pathfinder Holdings Limited a company incorporated in England and Wales (registered number 10830790) whose registered office is at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT (the "CPHL");
Dated 27 July 2021 COMPASS PATHFINDER LIMITED and GUY GOODWIN SERVICE AGREEMENTService Agreement • July 30th, 2021 • COMPASS Pathways PLC • Pharmaceutical preparations • England
(1)COMPASS PATHFINDER LIMITED a company incorporated and registered in England and Wales with company number 10229259 and whose registered office is at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (the "Company"); and
ACTIVE/110759967.17 Dated 2021 COMPASS PATHFINDER LIMITED (1) and PIERS MORGAN (2) SETTLEMENT AGREEMENT 29 JulyCOMPASS Pathways PLC • November 9th, 2021 • Pharmaceutical preparations • England and Wales
RESTRICTED SHARE UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE COMPASS PATHWAYS PLCRestricted Share Unit Award Agreement for Company Employees • February 4th, 2022 • COMPASS Pathways PLC • Pharmaceutical preparations
Pursuant to the COMPASS Pathways plc 2020 Share Option and Incentive Plan, as amended through the date hereof (the “Plan”), COMPASS Pathways plc (the “Company”) hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above. Each Restricted Share Unit shall relate to one Share.
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (this “Agreement”), dated as of 6 December 2023 (the “Effective Date”), is entered into by and between COMPASS Pathways, Inc. (the “Company”), a Delaware corporation with a principal place of business at 44 West 37th Street, 7th Floor New York, NY 10018, and Teri Loxam, residing at 3 Rossiter Circle, New Hope, PA, 18938 (the “Employee” or “you”; collectively with the Company, the “Parties”; each of the Parties referred individually as “Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2023 (the “Effective Date”), by and among COMPASS Pathways plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and collectively the “Purchasers”).
ACTIVE/111655028.5 11 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is made between Compass Pathways, Inc., a Delaware corporation (the “Company”) and Nathan Poulsen (the “Executive”). The Company together with the Executive shall be...11 Transition Agreement • November 9th, 2021 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
NON-QUALIFIED SHARE OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE COMPASS PATHWAYS PLC 2020 SHARE OPTION AND INCENTIVE PLANNon-Qualified Share Option Agreement for Company Employees • February 4th, 2022 • COMPASS Pathways PLC • Pharmaceutical preparations
Pursuant to the COMPASS Pathways plc 2020 Share Option and Incentive Plan, as amended through the date hereof (the “Plan”), COMPASS Pathways plc (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Share Option is not intended to be an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended.
ContractWarrant Agreement • July 5th, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY SUCH APPLICABLE LAWS.
ContractEmployment Agreement • March 9th, 2021 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
RESTRICTED SHARE UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE COMPASS PATHWAYS PLCRestricted Share Unit Award Agreement for Company Employees • February 28th, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations
Pursuant to the COMPASS Pathways plc 2020 Share Option and Incentive Plan, as amended through the date hereof (the “Plan”), COMPASS Pathways plc (the “Company”) hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above. Each Restricted Share Unit shall relate to one Share.
COMPASS PATHWAYS PLC AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES SALES AGREEMENTSales Agreement • October 8th, 2021 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
COMPASS Pathways plc, a public limited company incorporated under the laws of England and Wales with registered number 12696098 (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2022 • COMPASS Pathways PLC • Pharmaceutical preparations
This Employment Agreement (this “Agreement”) is effective as of 1 August 2022 (the “Effective Date”), and is entered into by and between the Company (hereinafter defined), and Executive (hereinafter defined) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).
WEWORK MEMBERSHIP AGREEMENT This WeWork membership agreement (the “Agreement”), effective as of the date the Agreement is fully executed below (“Effective Date”), is entered by and between Member Company and WeWork. This Agreement, including the...Wework Membership Agreement • February 28th, 2023 • COMPASS Pathways PLC • Pharmaceutical preparations • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Master Research Collaboration Agreement • May 10th, 2022 • COMPASS Pathways PLC • Pharmaceutical preparations • England and Wales
ContractEmployment Agreement • March 9th, 2021 • COMPASS Pathways PLC • Pharmaceutical preparations
ContractCOMPASS Pathways PLC • March 9th, 2021 • Pharmaceutical preparations
COMPASS PATHWAYS LETTERHEAD]COMPASS Pathways PLC • February 29th, 2024 • Pharmaceutical preparations
Fora Space Limited (“Fora”) Residency AgreementCOMPASS Pathways PLC • August 11th, 2021 • Pharmaceutical preparations • England and Wales
Name George Goldsmith Telephone 075 9563 6895 Title Mr. Email legal@compasspathways.com Address Mobile 075 9563 6895 Fax Company reg no. 10229259 Resident ID (Fora use only) 004239 Alternative contact name
COMPASS PATHWAYS LETTERHEAD]COMPASS Pathways PLC • July 19th, 2022 • Pharmaceutical preparations
This letter confirms the following changes to your service agreement with COMPASS Pathfinder Limited dated 14 September 2020 (Service Agreement), will take effect from 1 August 2022:
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2021 • COMPASS Pathways PLC • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of November 15, 2021 (the “Effective Date”), is entered into by and between COMPASS Pathways, Inc. (the “Company”), a Delaware corporation with a principal place of business at 180 Varick Street, 6th Floor New York, NY 10014, and Michael Falvey, residing at 5 Pine Ridge Drive, Mattapoisett, MA 02739 (the “Employee” or “you”; collectively with the Company, the “Parties”; each of the Parties referred individually as “Party”).
