Full Press Release Details
FORM OF SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT (this "Agreement") is entered into as of October 26, 2025 (the "Effective Date"), by and between [ ] (the "Investor"), and MapLight Therapeutics, Inc., a
Delaware corporation (the "Company").
WHEREAS, the Company is proposing to issue and sell to the Investor (the
"Offering") [ ] of the Company's voting common stock, $0.0001 par value per share (the "Common Stock"), contemporaneously with the Company's initial public offering of Common Stock
("IPO"), pursuant to the terms and subject to the conditions set forth in this Agreement;
WHEREAS, the closing of the Offering shall
take place concurrently with the closing of the IPO (the "IPO Closing Time") and at a price per share equal to the initial public offering price per share that the Common Stock is sold to the public in the IPO (the "IPO
Price"), as set forth on the cover of the final prospectus filed with the Securities and Exchange Commission (the "SEC");
WHEREAS, the Shares are being offered to the Investor pursuant to a private placement exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act"); and
WHEREAS, in order to effect the IPO, the Company shall enter into an Underwriting Agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. LLC, Jefferies LLC, Leerink Partners LLC, and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (acting in
such capacity, collectively, the "Underwriters"), substantially in the form attached hereto as Exhibit A.
consideration of the foregoing and the mutual promises and covenants set forth below, the parties hereto hereby agree as follows:
(a) Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to sell to the
Investor, and the Investor hereby agrees to purchase from the Company, $[ ] of the Company's Common Stock (the "Investment Amount") at the IPO Price. The number of shares of Common Stock to be sold by the Company and
purchased by the Investor hereunder (the "Shares") shall equal the number of shares determined by dividing the Investment Amount by the IPO Price (rounded down to the nearest whole share). The total purchase price to be paid by
the Investor for the Shares is equal to (i) the number of Shares multiplied by (ii) the IPO Price (the "Purchase Price").
(b) Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Cooley LLP, 11951
Freedom Drive, 14th Floor, Reston, VA 20190 or at such other place as shall be agreed upon by the parties hereto, after the satisfaction or waiver of each of the conditions set forth in Section 3 (other than those conditions that by their
nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) concurrently with the IPO Closing Time. At the Closing, (i) the Company shall cause the Company's transfer agent to deliver the
Shares directly to the Investor registered in the name of the Investor, and (ii) the Purchase Price for the Shares shall be delivered by or on behalf of the Investor directly to the Company.
(c) Payment of Purchase Price. Payment by the Investor of the Purchase Price to the Company shall be made at the Closing by wire transfer of
immediately available funds equal to the Purchase Price to an account specified in writing by the Company at least one business day prior to the Closing.
Payment of the Purchase Price for the Shares shall be made against delivery to the Investor of the Shares, which Shares shall be uncertificated and shall be
registered in the name of the Investor on the books of the Company by the Company's transfer agent.
2. Representations and Warranties.
2.1 Representations and Warranties of the Company. The Company represents and warrants to the Investor as follows as of the date hereof and as of the
time of the Closing:
(a) The representations and warranties of the Company set forth in the Underwriting Agreement are true and correct on and as of the
date hereof, with the same effect as if made to the Investor herein on the date hereof (except to the extent any such representations and warranties expressly relate to a particular date, in which case such representations and warranties are true
and correct, with the same effect as if made to the Investor as of such particular date) (after giving effect to any materiality or other qualifiers contained therein);
(b) The Company has the full right, power, authority and capacity to enter into this Agreement and the Engagement Letter (as hereinafter defined) and to
consummate the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Engagement Letter and the consummation of the transactions contemplated
(c) Each of this Agreement and the Engagement Letter constitutes the valid and legally binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. Upon issuance in accordance with, and payment
pursuant to, the terms of this Agreement, the Shares will be duly authorized, validly issued and fully-paid and nonassessable, not subject to any preemptive or similar rights and will be issued to the Investor free of liens, encumbrances and
restrictions on transfer other than (i) restrictions on transfer under this Agreement and under applicable state and federal securities laws, (ii) restrictions on transfer under the lock-up agreement
entered into by the Investor or its affiliates in connection with the IPO and (iii) any liens, encumbrances or restrictions on transfer that are created or imposed by the Investors. Subject in part to the truth and accuracy of the
Investors' representations set forth in Section 2.2 of this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of applicable state and federal securities
(d) The execution and delivery by the Company of, and the performance by the Company of its obligations under each of this Agreement and the
Engagement Letter, the offer, issuance, sale and delivery of the Shares, the consummation of the transactions contemplated hereby and compliance by the Company with its obligations hereunder does not and will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) the certificate of incorporation or by-laws
(or other applicable organizational document) of the Company or any of its subsidiaries, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect
(as defined in the Underwriting Agreement); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation
by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Securities Act, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky
laws, which have been made or will be made in a timely manner, or have otherwise been duly waived.
(e) Neither the Company nor, to the best of the
Company's knowledge, any of its Affiliates (which term, as used herein, shall have the meaning set forth in Rule 405 under the Securities Act) or any person or entity acting on its or their behalf has, directly or indirectly, at any time
within the past six months, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Section 4(a)(2)
the Securities Act in connection with the offer and sale by the Company of the Shares as contemplated hereby or (ii) cause the offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable law,
regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any trading market on which any of the securities of the Company are listed or designated; and
(f) Upon issuance, the Shares will be treated as "Registrable Securities" as defined in and
pursuant to that certain Amended and Restated Investor Rights Agreement, dated July 18, 2025, by and among the Company, and each of the investors listed on Schedule A thereto.
2.2 Representations and Warranties of the Investor. The Investor represents and warrants to the Company as follows:
(a) (i) It is an institutional "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act or a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act, and the Investor is an "institutional account" within the meaning of FINRA Rule 4512(c); (ii) it has sufficient knowledge and experience in investing in
companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company's business,
management and financial affairs with the Company's management; (iv) all documents, records, and information pertaining to its investment in the Common Stock and the Company that have been requested by it, if any, have been made available
or delivered to it prior to the date hereof; (v) its financial condition is such that it is able to bear the risk of holding the Shares for an indefinite period of time and can bear the loss of the entire investment in such Shares; (vi) it
is not purchasing the Shares as the result of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or as a result of the Investor's review of public filings by the Company;
(vii) it has independently evaluated the merits of its decision to purchase securities of the Company; (viii) it has had access to, and an adequate opportunity to review, financial and other information and has been offered the opportunity
to ask questions of the Company and received answers thereto, as it deemed necessary to make its decision to purchase securities of the Company; (ix) it has not relied on the advice of, or any representations by, any of Morgan
Stanley & Co. LLC, Jefferies LLC, Leerink Partners LLC, and Stifel, Nicolaus & Company, Incorporated (acting in their capacity as placement agents for the Offering, collectively, the "Placement Agents"), or any
of their affiliates or any representative of the Placement Agents or their affiliates in making such decision; and (x) none of the Placement Agents nor any of their representatives has any responsibility with respect to the completeness or
accuracy of any information or materials furnished to the Investor in connection with the transactions contemplated hereby, and the Investor understands that the Placement Agents have not acted as the Investor's financial advisor or fiduciary
and have acted solely as the agents of the Company in this placement of the Shares and the Investor has not relied on the business or legal advice of the Placement Agents or any of their agents, counsel or affiliates in making its investment
decision hereunder, and confirms that none of such persons has made any representations or warranties to the Issuer in connection with the transactions contemplated hereby;
(b) The Investor understands that this Agreement is made in reliance upon the Investor's express representations, which it hereby represents and
warrants to the Company, that (i) the Shares being purchased by the Investor are being acquired for the Investor's own account (and not on behalf of any other person or entity) for the purpose of investment and not with a view to, or for
sale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Shares or any portion thereof; (ii) the Investor was not organized for the specific purpose of acquiring the Shares; and
(iii) the Shares will not be sold by the Investor without registration under the Securities Act or applicable state securities laws, or an exemption therefrom;
(c) The Investor further understands that the Shares being purchased by the Investor hereunder have not been registered under the Securities Act or any state
securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements. The Investor represents and warrants to the Company that, to the Investor's knowledge, the Investor has not taken any
action which could reasonably be expected to cause the sale of the Shares to be sold by the Company to the Investor to fail to qualify as exempt from the registration requirements of the Securities Act. The Investor further understands that until
such time as the Shares shall have been registered under the Securities Act and applicable state securities laws or shall have been transferred in accordance with an opinion of counsel reasonably satisfactory to the Company that such registration is
not required, stop transfer instructions shall be issued to the Company's transfer agent and any certificate or certificates representing such securities shall bear a restrictive legend stating that such securities have not been registered
under the Securities Act and applicable state securities laws and referring to restrictions on the transferability and sale thereof;
(d) The Investor further understands that its representations and warranties hereunder will not preclude
disposition of the Shares without registration thereof, in compliance with Rule 144 promulgated under the Securities Act ("Rule 144"). The Investor understands and acknowledges, however, that there may not be available when
the Investor wishes to sell the Shares, or any portion thereof, the adequate current public information with respect to the Company which would permit offers or sales of such securities pursuant to Rule 144, and, therefore, compliance with the
Securities Act or some other exemption from the registration and prospectus delivery requirements of the Securities Act may be required for any such offer or sale; and
(e) (i) The Investor is validly existing as a [ ] in good standing under the laws of [ ], (ii) the Investor has all requisite power and
authority to execute and deliver this Agreement; and (iii) this Agreement constitutes the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to bankruptcy,
reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.
Conditions to the Closing. The obligations of the Company and the Investor hereunder are subject to the satisfaction of the conditions set forth below on or before the Closing. If for any reason any of the conditions set forth in this
Section 3 are not satisfied or waived by each party entitled to the benefit of such conditions at or prior to the Closing, then each party by written notice given to the other parties hereto shall have the right to elect to terminate this
Agreement and each party shall be released from their obligations hereunder and shall have no further liability hereunder, provided, however, that nothing contained in this Section 3 shall relieve any party from liabilities or damages arising
out of any fraud or willful breach by such party of this Agreement prior to such termination.
(a) Conditions to the Investor's Obligations.
The Investor's obligation to purchase the Shares at the Closing are subject to the satisfaction of the following conditions unless otherwise waived by the Investor in its sole discretion:
(i) the representations and warranties of the Company contained in Section 2.1 herein shall be true and accurate on and as of the Closing with the same
force and effect as if they had been made at the Closing (except to the extent any such representations and warranties expressly relate to a particular date, in which case such representations and warranties are true and correct as of such
particular date) (after giving effect to any materiality or other qualifiers contained therein);
(ii) the Company shall have performed and complied in
all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications
necessary to complete the purchase and sale described herein;