AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT (this Amendment) is entered into as of 15 May 2021 (the Effective Date), by and among ATAI LIFE SCIENCES AG, a German corporation (ATAI), GABA THERAPEUTICS, LLC, a Delaware limited liability company, (Founder and referred to together with ATAI, as Shareholders) and GABA THERAPEUTICS, INC., a Delaware corporation (the Company and referred to, collectively with ATAI and the Founder, as the Parties).
W I T N E S S E T H:
A. The Parties have entered into that certain PREFERRED STOCK PURCHASE AGREEMENT dated as of August 29, 2019 (as amended, restated, supplemented or otherwise modified from time to time the SPA).
B. The Parties previously amended certain of the definitive agreements between the Parties, including the SPA, pursuant to that certain OMNIBUS AMENDMENT dated as of October 30, 2020 (the Omnibus Amendment), under which ATAI agreed to support the Companys growth and development by, inter alia, not exercising its No Further Issuances Clause in order to, and to the extent reasonably necessary to, [***] defined in the Omnibus Amendment).
C. The Company has, as a condition precedent to the effectiveness of this Amendment, acquired exclusive ownership of certain Intellectual Property from the Founder (Founder IP), more precisely detailed in Exhibit J hereto, which the Company desires to develop through its proposed rapid-acting anti-depressant program (the GRX-RAAD Program), by (inter alia) performing the GRX-RAAD program activities (the GRX-RAAD Program Activities) as further specified in Exhibit K hereto.
D. The Company has asked ATAI to fund such GRX-RAAD Program Activities in accordance with the general terms and conditions outlined herein, [***]and ATAI is willing to do so in the furtherance of its commitment under the Omnibus Amendment.
E. The Company desires to issue and sell certain additional shares of Series A Preferred Stock and Common Stock (as applicable) to the Shareholders, and the Shareholders desire to subscribe for and purchase such shares pursuant to the SPA and as further provided herein.
F. The Shareholders and the Company desire to amend the SPA in connection with such purchases and sales as set forth below.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the SPA.