EX-10.1




 Exhibit 10.1 

EXECUTION VERSION 
 AMENDMENT NO. 2

 to 
 SPONSOR SUPPORT AGREEMENT

 This Amendment No. 2 to the Sponsor Support Agreement (this “Amendment”) is made as of September 30, 2021, by
and among Roivant Sciences Ltd., a Bermuda exempted limited company (the “Company”), Montes Archimedes Acquisition Corp., a Delaware corporation (“MAAC”), Patient Square Capital LLC, a Delaware limited liability
company (the “MAAC Sponsor”), and each of James C. Momtazee, George Barrett, Maria C. Walker and Steve Oesterle (collectively, the “Insiders” and, together with the MAAC Sponsor, the
“Shareholders”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the Sponsor Support Agreement (as defined below) or the Business Combination Agreement (as defined below), as the
context so requires. 
 WHEREAS, (a) on May 1, 2021 the Company, MAAC, the MAAC Sponsor and, solely for purposes of certain
provisions therein, the Insiders entered into that certain Sponsor Support Agreement and on June 9, 2021 such parties entered into that certain Amendment No. 1 to the Sponsor Support Agreement (such Sponsor Support Agreement, as amended by
Amendment No. 1 thereto and as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Sponsor Support Agreement”), and (b) on May 1, 2021, MAAC,
the Company and Rhine Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of the Company, entered into that certain Business Combination Agreement (as amended, amended and restated, supplemented or otherwise modified from
time to time in accordance with its terms, including, for the avoidance of doubt, as amended by Amendment No. 1 to the Business Combination Agreement, the “Business Combination Agreement”); 

WHEREAS, pursuant to Section 16 of the Sponsor Support Agreement, the Sponsor Support Agreement may be amended if, and only if, such
amendment is in writing and signed by the Company, MAAC and the Shareholders; and 
 WHEREAS, the Company, MAAC and each Shareholder desires
to amend the Sponsor Support Agreement as set forth herein. 
 NOW, THEREFORE, in consideration for the mutual promises made herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, MAAC and each Shareholder hereby agree to amend the Sponsor Support Agreement as follows: 

1. Amendments to the Sponsor Support Agreement. 

(a) Section 2(a) of the Sponsor Support Agreement is hereby amended and restated in its entirety and replaced with the
following: 
 (a) Subject to, and conditioned upon the occurrence of and effective immediately after the Effective Time (as defined in the
BCA), (i) the number of Company Post-Closing Common Shares issued to the MAAC Sponsor, any Affiliate of the MAAC Sponsor, each MAAC Independent Director (as defined in the BCA) or any MAAC Independent Director Transferee (as defined in the BCA)
upon the conversion of MAAC Class B Shares held by him, her or it immediately prior to the Effective Time (rounded up to the nearest whole share) set forth in the table below under the heading “20%
Earn-Out Shares” shall be subject to the provisions set forth below in this Section 2 (such Company Post-Closing Common Shares, the “20% Earn-Out Shares”), (ii) the number of Company Post-Closing Common Shares issued to the MAAC Sponsor, any Affiliate of the MAAC Sponsor, each MAAC Independent Director or any MAAC Independent Director Transferee
upon the conversion of MAAC Class B Shares held by him, her or it 











 
immediately prior to the Effective Time (rounded up to the nearest whole share) set forth in the table below under the heading “10% Earn-Out
Shares” shall be subject to the provisions set forth below in this Section 2 (such Company Post-Closing Common Shares, the “10% Earn-Out Shares” and,
together with the 20% Earn-Out Shares, the “Earn-Out Shares”) and (iii) the remaining number of Company Post-Closing Common Shares issued to the
MAAC Sponsor, any Affiliate of the MAAC Sponsor, each MAAC Independent Director or any MAAC Independent Director Transferee upon the conversion of MAAC Class B Shares held by him, her or it immediately prior to the Effective Time (rounded down
to the nearest whole share) set forth in the table below under the heading “Retained Shares” shall not be subject to the provisions set forth below in this Section 2 (such Company Post-Closing Common Shares,
the “Retained Shares”). 
  

													
	 	  	20%
Earn-Out Shares	 	  	10%
Earn-Out Shares	 	  	Retained
Shares	 
	 The MAAC Sponsor and any Affiliate of the MAAC Sponsor
	  	 	2,033,592	 	  	 	1,016,796	 	  	 	4,575,579	 
	 Each MAAC Independent Director or any MAAC Independent Director Transferee
	  	 	10,000	 	  	 	5,000	 	  	 	22,500	 

 (b) Section 2(b) of the Sponsor Support Agreement is hereby amended and restated in its
entirety and replaced with the following: 
 (b) Subject to, and conditioned upon the occurrence of and effective immediately after the Effective Time, the Earn-Out Shares shall be unvested and subject to the restrictions and forfeiture provisions set forth in this Section 2. The Earn-Out Shares shall
vest and become free of the provisions set forth in this Section 2 at such time as the Stock Price (as defined below) of Company Post-Closing Common Shares equals or exceeds (x) with respect to the 20% Earn-Out Shares, $15.00 per share (the “20% Trigger Price”), and (y) with respect to the 10% Earn-Out Shares, $20.00 per share (the “10% Trigger
Price” and, together with the 20% Trigger Price, the “Trigger Price”), in each case, for any 20 Trading Days within any 30 Trading Day period commencing on the earlier of (i) the date on which the registration
statement on Form S-1 required to be filed by the Company in connection with the PIPE Financing (as defined in the Business Combination Agreement) is declared effective by the U.S. Securities and Exchange
Commission or (ii) November 15, 2021, and ending no later than the fifth (5th) anniversary of the Closing Date (the “Earn-Out End Date”); provided, however, that
(i) if the Earn-Out End Date occurs on a day that is not a Trading Day, then the Earn-Out End Date shall be deemed to occur on the next following Trading Day, and
(ii) if the Company or any of its Affiliates enters into a definitive agreement with respect to a Sale (as defined below) on or prior to the Earn-Out End Date, then the
Earn-Out End Date shall be automatically extended and shall be deemed to occur on the earlier of (A) the day after such Sale is consummated and (B) the termination of such definitive agreement with
respect to such Sale in accordance with its terms. Any Earn-Out Shares that have not vested in accordance with this Section 2(b) or Section 2(c) on or before
the Earn-Out End Date will be immediately forfeited at 11:59 p.m., New York, New York time on the Earn-Out End Date. 

2. Effect of Amendments and Modifications. Except as expressly amended hereby, the Sponsor Support Agreement shall remain unaltered and
in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever the Sponsor Support Agreement is referred to in any agreement, document or other instrument, such reference will be to
the Sponsor Support as amended by this Amendment. For the avoidance of doubt, each reference in the Sponsor Support Agreement, as amended hereby, to “the date hereof”, the “date of this Agreement” and derivations thereof and
other similar phrases shall continue to refer to May 1, 2021. 

  
 2 












 3. Miscellaneous. Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the Business
Combination Agreement are incorporated herein by reference, mutatis mutandis. 
 [The remainder of this page intentionally left
blank.] 

  
 3 












 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the date
first written above. 
  

			
	ROIVANT SCIENCES LTD.


 
			
		
	By:	 	/s/ Marianne Romeo


 
			
	Name:	 	Marianne Romeo


 
			
	Title:	 	Head, Global Transactions & Risk Management


 [Signature Page to Amendment No. 2 to the Sponsor Support Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the date
first written above. 
  

			
	MONTES ARCHIMEDES ACQUISITION CORP.


 
			
		
	By:	 	/s/ Maria C. Walker


 
			
	Name:	 	Maria C. Walker
	Title:	 	Chief Financial Officer


 [Signature Page to Amendment No. 2 to the Sponsor Support Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the date
first written above. 
  

			
	PATIENT SQUARE CAPITAL LLC


 
			
		
	By:	 	/s/ Maria C. Walker


 
			
	Name:	 	Maria C. Walker
	Title:	 	Chief Financial Officer


 [Signature Page to Amendment No. 2 to the Sponsor Support Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the date
first written above. 
  

			
	INSIDERS


 
			
		
	By:	 	/s/ George Barrett


 
			
	Name:	 	George Barrett
	 Address:
	 	


 [Signature Page to Amendment No. 2 to the Sponsor Support Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the date
first written above. 
  

			
	INSIDERS


 
			
		
	By:	 	/s/ James C. Momtazee


 
			
	Name:	 	James C. Momtazee
	 Address:
	 	


 [Signature Page to Amendment No. 2 to the Sponsor Support Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the date
first written above. 
  

			
	INSIDERS


 
			
		
	By:	 	/s/ Maria C. Walker


 
			
	Name:	 	Maria C. Walker
	 Address:
	 	


 [Signature Page to Amendment No. 2 to the Sponsor Support Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the date
first written above. 
  

			
	INSIDERS


 
			
		
	By:	 	/s/ Steve Oesterle


 
			
	Name:	 	Steve Oesterle
	 Address:
	 	


 [Signature Page to Amendment No. 2 to the Sponsor Support Agreement]