EX-10.1





 Exhibit 10.1 

WAIVER 
 January 20,
2021 
 This Waiver (this “Waiver”) is made and entered into as of January 20, 2021, by and among Cerevel Therapeutics Holdings, Inc.,
a Delaware corporation (the “Company”), and the undersigned investors (the “Investors”). 
 Reference is
hereby made to that certain Amended and Restated Registration and Shareholder Rights Agreement (the “Agreement”), dated as of October 27, 2020, by and among the Company and the investors party thereto. Capitalized terms used
herein without definition shall have the meanings ascribed to them in the Agreement. 
 WHEREAS, pursuant to Sections 4.1.1 of the
Agreement, the only individuals entitled to be nominated by the Board to be elected or appointed as Directors shall be as set forth therein, which, subject to the terms and conditions therein, shall be four Bain Directors, two Pfizer Directors, two
Outside Directors, and the person serving as chief executive officer of the Company as of any given time; 
 WHEREAS, pursuant to
Section 4.1.2 of the Agreement, the Board shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of up to four (4) Directors, Class II consisting of up to
three (3) Directors and Class III consisting of three (3) Directors; 
 WHEREAS, the Board proposes to appoint Deborah Baron
to serve as a Class II Director on the Board and a Pfizer Director and Deval Patrick to serve as a Class III Director on the Board, which shall result in (a) the Board being comprised of eleven (11) Directors and
(b) Class I consisting of three (3) Directors, Class II consisting of four (4) Directors and Class III consisting of four (4) Directors (the appointment of Deborah Baron and Deval Patrick pursuant to clauses
(a) and (b) together, the “Appointment”); and 
 WHEREAS, pursuant to Section 5.6 of the
Agreement, the Agreement may be amended, modified or extended, and the provisions thereof may be waived, only by an agreement in writing signed by the Company and the Majority Sponsor Investors, and each such amendment, modification, extension or
waiver shall be binding upon each party thereto. 
 NOW, THEREFORE, in consideration of the foregoing, the Company and the undersigned
Investors hereby acknowledge and agree as follows: 
 1.    The undersigned Investors, together comprising the Majority
Sponsor Investors, hereby irrevocably waive, on behalf of themselves and each other party to the Agreement, Sections 4.1.1 and 4.1.2 of the Agreement solely to the extent necessary to expand the size of the Board to eleven
(11) Directors and change the number of Directors in each class of the Board, in each case for purposes of permitting the Appointment; provided, however, the waiver provided in this Section 1 is effective only as to the foregoing and in no
way affects or impairs any other rights of the parties under the Agreement. 
 2.    Except as expressly amended,
modified, supplemented or waived hereby, the provisions of the Agreement are and will remain in full force and effect. 

3.    This Waiver may be executed in any number of counterparts, each of which shall constitute one agreement binding on
all the parties to the Agreement. 












 4.    This Waiver shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, exclusive of its choice of laws and conflicts of laws rules. 
 [Signature page
follows] 

  
 2 













 IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the date first
set forth above. 
  

			
	CEREVEL THERAPEUTICS HOLDINGS, INC.
		
	By:	 	 /s/ N. Anthony Coles

	Name:	 	N. Anthony Coles
	Title:	 	President and Chief Executive Officer














 IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the date first
set forth above. 
  

			
	BC PERCEPTION HOLDINGS, LP
		
	By:	 	BCPE Perception GP, LLC, its general partner
		
	By:	 	 /s/ Chris Gordon

	Name:	 	Chris Gordon
	Title:	 	Authorized Signatory














 IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the date first
set forth above. 
  

			
	PFIZER INC.
		
	By:	 	 /s/ Deborah Baron

	Name:	 	Deborah Baron
	Title:	 	SVP Worldwide Business Development