CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a summary of transactions since January 1, 2023 to which we have been a participant in which the amount involved exceeded or will exceed
$120,000, and in which any of our then directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect
material interest.
Other than as described below under this section titled Certain Relationships and Related Party Transactions, since
January 1, 2023, we have no transactions, nor are there any currently proposed transactions, between Akili and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a
direct or indirect material interest.
Certain Relationships and Related Person TransactionsAkili, Inc.
Amended and Restated Registration Rights Agreement
In
connection with the Closing of the Business Combination, SCS and certain stockholders of Akili and SCS entered into the Amended and Restated Registration Rights Agreement, pursuant to which SCS agreed to register for resale, pursuant to Rule 415
under the Securities Act, certain shares of Common Stock that are held by the parties thereto from time to time. Pursuant to the Registration Rights Agreement, the stockholder parties have customary registration rights, including shelf, demand and
piggy-back rights, subject to cooperation and cut-back provisions, with respect to the shares of Common Stock held by such parties.
Director Compensation Arrangements
On May 1, 2016,
Akili and Adam Gazzaley, M.D., Ph.D., a member of our Board, entered into a Scientific Advisory Board and Chief Science Advisor Agreement (the Gazzaley Agreement), as amended on October 29, 2018. Pursuant to the Gazzaley Agreement,
Dr. Gazzaley provides certain consulting, advisory and related services to us. In consideration for Dr. Gazzaleys services, Akili has agreed to pay Dr. Gazzaley a monthly retainer of $8,333.33. In connection with entering into
the Gazzaley Agreement, Akili also granted Dr. Gazzaley a stock option to purchase 25,000 shares of our common stock. Additionally, as compensation and in consideration of a license to Akili for any additional intellectual property developed in
Dr. Gazzaleys lab, if any, Akili agreed to grant a stock option to purchase 25,000 shares of our common stock, which conditional grant has not occurred.
On and effective October 5, 2023, our Board approved a leadership transition of Dr. Martucci from Chief Executive Officer of the Company to
Chair of the Board and an advisor to the Company. As a result, Dr. Martucci became eligible to receive director compensation as an Outside Director under our non-employee director compensation
policy, as amended, as well as advisory fees pursuant to an Advisory Agreement that we entered into with Dr. Martucci effective October 5, 2023. The compensation arrangements and adjustments for Dr. Martucci are described elsewhere in
this proxy statement, including under the sections titled Director Compensation, Executive Compensation, and 2023 Summary Compensation Table above.
Indemnification Agreements
Our Certificate of
Incorporation and Bylaws provide indemnification and advancement of expenses for our directors and officers to the fullest extent permitted by the DGCL, subject to certain limited exceptions. In connection with the closing of the Business
Combination, and following the Business Combination for new directors and officers, Akili has entered into indemnification agreements with each of its directors and executive officers. In some cases, the provisions of these indemnification
agreements may be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our Certificate of Incorporation and Bylaws include provisions that eliminate the personal liability of
directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is
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