REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2021, is made and entered into by and among Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”), and SCS Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Capital Suvretta Holdings Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
22,000,000 Shares Social Capital Suvretta Holdings Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • July 8th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 6, 2022, by and between Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”), and Michael Taylor (“Indemnitee”).
Social Capital Suvretta Holdings Corp. I Henderson, NV 89052Letter Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including up to 3,300,000 Ordinary Shares that may be purchased to cover over-allotments, if any). The Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-256723) and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11
ContractSocial Capital Suvretta Holdings Corp. I • May 12th, 2022 • Surgical & medical instruments & apparatus
CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • September 24th, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • Delaware
This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of September 24, 2021 (the “Grant Date”), is made by and between Social Capital Suvretta Holdings Corp. I, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and Senthil Sundaram (the “Participant”). The terms of this RSU Award Agreement shall be governed by the terms of the omnibus equity incentive plan to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial Business Combination (as defined below) (the “Plan”). Certain capitalized terms used herein and not otherwise defined are defined in Section 6.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE AKILI, INC.Incentive Stock Option Agreement • October 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Akili, Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Akili, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 25, 2021 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation Fund”), as a lender (SVB and SVB Innovation Fund and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) AKILI INTERACTIVE LABS, INC., a Delaware corporation (“Borrower”), provides the terms on which Agent and the Lenders shall lend to Borrower, and Borrower shall repay Agent and the Lenders.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE AKILI, INC.Non-Qualified Stock Option Agreement • October 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Akili , Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Akili, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company 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 Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of June 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”), and SCS Sponsor I LLC, a Cayman Islands limited liability company (the “Purchaser”).
Social Capital Suvretta Holdings Corp. I Henderson, NV 89052 Re: Director Appointment Mr. Taylor:Letter Agreement • July 8th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus
This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”) of 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Ordinary Shares were sold in the Public Offering pursuant to registration statements on Form S-1 (File Nos. 333-256723 and 333-257543) and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. ISocial Capital Suvretta Holdings Corp. I • June 2nd, 2021 • Blank checks • New York
Pursuant to that certain securities subscription agreement, dated as of March 2, 2021 (the “Original Agreement”), by and between Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Company”), and SCS Sponsor I LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), you subscribed for and purchased from the Company 5,750,000 Class B ordinary shares of the Company (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture if the underwriter of the Company’s initial public offering of its securities (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber now desire to amend and restate the Original Agreement in its entirety as set forth herein.
Social Capital Suvretta Holdings Corp. IAdministrative Services Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Suvretta Holdings Corp. I (the “Company”) and Social + Capital Partnership, L.L.C. (the “Provider”), dated as of the date hereof, confirms our agreement that, commencing on the date on which the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333- ) filed with the U.S. Securities and Exchange Commission on , 2021, as it may be amended from time to time) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCS Sponsor I LLC, shall make available to the Company, at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052 (or any successor location or other existing office locations of
Social Capital Suvretta Holdings Corp. IAdministrative Services Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Suvretta Holdings Corp. I (the “Company”) and Social + Capital Partnership, L.L.C. (the “Provider”), dated as of the date hereof, confirms our agreement that, commencing on the date on which the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-256723) filed with the U.S. Securities and Exchange Commission on June 2, 2021, as it may be amended from time to time) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCS Sponsor I LLC, shall make available to the Company, at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052 (or any successor location or other existing office l
JOINDER AND FIRST LOAN MODIFICATION AGREEMENTJoinder and First Loan Modification Agreement • December 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
This Joinder and First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 23, 2022, by and among (a) SILICON VALLEY BANK, a California corporation, with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation”), as a lender (SVB and SVB Innovation and each of the other “Lenders” from time to time a party to the Loan Agreement (as hereinafter defined) are referred to herein collectively as the “Lenders” and each individually as a “Lender”), (d) AKILI INTERACTIVE LABS, INC., a Delaware corporation with its principal place of business located at 125 Broad Street, 4th Floor, Boston, Massachusetts 02110 (“Existing Borrower”), and (e) AKILI, INC., a Delaware corporation (“New B
LEASELease • April 4th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the patties hereinafter named, and which relates to space in the building known as and numbered as 123-125 Broad Street, Boston, Massachusetts (the “Building”), which Building is situated on a certain parcel of land containing approximately 3,975+/-square feet.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE AKILI, INC. (EARNOUT RSUs)Restricted Stock Unit Award Agreement • October 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
This Restricted Stock Unit Award Agreement documents the terms of the “Earnout RSUs” awarded to the Grantee related to the Grantee’s “Acquiror Options”, which were converted from the Grantee’s “Company Options” pursuant to Section 3.3 of the Agreement and Plan of Merger, dated January 26, 2022, by and among, Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company limited by shares (“Acquiror”), Karibu Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Akili Interactive Labs, Inc. (the “Merger Agreement”). The terms “Acquiror Options” and “Company Options” each have the meaning set forth in the Merger Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE AKILI, INC.Restricted Stock Unit Award Agreement • October 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Akili, Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Akili, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 12th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 26, 2022 by and between Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (“SCS”), and the undersigned subscriber (the “Investor”).
OPTION AND COLLABORATION AGREEMENTOption and Collaboration Agreement • April 4th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus • New York
This OPTION AND COLLABORATION AGREEMENT (this “Agreement”), dated as of December 19, 2018 (the “Effective Date”), is entered into by and between Akili Interactive Labs, Inc., a Delaware corporation having its principal place of business at 125 Broad Street, 4th Floor, Boston, MA 02110, U.S.A., (“Akili”), and Shionogi & Co., Ltd., a company organized under the laws of Japan having its principal place of business at 1 -8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan (“Shionogi”). Akili and Shionogi are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE AKILI, INC.Non-Qualified Stock Option Agreement • October 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Akili, Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Akili, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company 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 Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
LETTER AGREEMENT April 14, 2023Letter Agreement • August 10th, 2023 • Akili, Inc. • Surgical & medical instruments & apparatus
Reference is made to a certain Amended and Restated Loan and Security Agreement dated as of May 25, 2021 by and among (a) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (SUCCESSOR BY PURCHASE TO THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR SILICON VALLEY BRIDGE BANK, N.A. (AS SUCCESSOR TO SILICON VALLEY BANK)) (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, in its capacity as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation”), as a lender (SVB and SVB Innovation and each of the other “Lenders” from time to time a party to the Loan Agreement (as defined herein) are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d)(i) AKILI INTERACTIVE LABS, INC., a Delaware corporation (“Interactive”), and (ii) AKILI, INC., a Delaware corporation (“Akili”, and together with Interactive, jointly and severally, individually and coll
CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AKILI INTERACTIVE LABS, INC. ADVISOR AGREEMENTAdvisor Agreement • November 9th, 2023 • Akili, Inc. • Surgical & medical instruments & apparatus
This Advisor Agreement (“Agreement”) is made and entered into as of October 5, 2023 (the “Effective Date”), by and between Akili Interactive Labs, Inc., a Delaware corporation (“Company”), and W. Edward Martucci II, Ph.D. (“Consultant” or “Dr. Martucci” or “You”).
CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTLicense, Development and Commercialization Agreement • April 4th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus • New York
This LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made as of 16 August 2021 (the “Effective Date”) by and between Akili Interactive Labs, Inc. with a place of business at 125 Broad Street, 5th Floor, Boston, MA 02110 (“Akili”) and TALi Digital Limited with a place of business at Level 5, 19 William Street, Cremorne Victoria 3121 Australia (“TALi”). Akili and TALi are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
Scientific Advisory Board and Chief Science Advisor AgreementBoard and Chief Science Advisor Agreement • April 4th, 2022 • Social Capital Suvretta Holdings Corp. I • Surgical & medical instruments & apparatus • California
This SCIENTIFIC ADVISORY BOARD AND CHIEF SCIENCE ADVISOR AGREEMENT (“Agreement”), made this 1st day of May, 2016 (the “Effective Date”), is entered into by Akili Interactive Labs, Inc., a Delaware company (“Akili”), and Adam Gazzaley (“Advisor”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE AKILI, INC.Restricted Stock Unit Award Agreement • October 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Akili, Inc. 2022 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Akili, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE AKILI, INC.Restricted Stock Award Agreement • October 27th, 2022 • Akili, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Akili, Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Akili, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
