AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • February 20th, 2024 • FSD Pharma Inc. • Pharmaceutical preparations • New York
FSD Pharma Inc., a corporation organized under the laws of Ontario, Canada (the “Company”), confirms its agreement (this “Agreement”) with H.C Wainwright & Co., LLC (the “Manager”) as follows:
FSD Pharma Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ]Indenture • June 17th, 2020 • FSD Pharma Inc. • Medicinal chemicals & botanical products • New York
INDENTURE, dated as of [ ], between FSD Pharma Inc., a corporation duly organized and existing under the laws of Ontario (herein called the "Company"), having its principal office at 520 William Street, Cobourg, Ontario, Canada, K9A 3A5, and [ ], a [ ] banking corporation, as trustee (herein called the "Trustee").
FSD Pharma Inc. First Canadian PlacePlacement Agent Agreement • October 16th, 2020 • FSD Pharma Inc. • Pharmaceutical preparations • New York
FSD PHARMA INC. CLASS B SUBORDINATED VOTING SHARES EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 11th, 2021 • FSD Pharma Inc. • Pharmaceutical preparations • New York
FSD Pharma Inc., an Ontario corporation (the "Company"), confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (the "Sales Agent") with respect to the issuance and sale from time to time during the term of this Agreement as set forth below, on the terms and subject to the conditions set forth herein, to or through the Sale Agent, acting as agent and/or principal, Class B Subordinated Voting Shares of the Company, no par value (the "Shares"), subject to the limitations set forth in Section 1(g) hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
THIS EMPLOYMENT AGREEMENT (this "Agreement") is being signed as of August 29, 2021 and replaces the employment agreement dated December 14 2020, with a start date of August 15, 2021
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2020 • FSD Pharma Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this "Agreement") is dated as of October 16, 2020, and is between FSD Pharma Inc., a corporation Business Corporations Act (Ontario) (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
ASSIGNMENT AGREEMENTAssignment Agreement • March 31st, 2022 • FSD Pharma Inc. • Pharmaceutical preparations • New York
This Assignment Agreement (this "Agreement") is made and entered into effective as of June 28, 2019 (the "Effective Date") by and between Prismic Pharmaceuticals, Inc., a corporation organized under the laws of the Arizona and having its principal office at 100 King Street East, suite 3400, Toronto, ON M5X 1A4 ("Prismic") and FSD Pharma Inc., a company organized under the laws of Ontario, Canada having a principal place of business at 520 William Street, Coburg, Ontario K9A3A5, Canada ("FSD"). FSD and Prismic shall be referred to herein individually and collectively as the "Parties."
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated March 21, 2022Employment Agreement • March 31st, 2023 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Company wishes to hire the Employee with the Company effective as of March 23, 2022 (the "Effective Date"),in the position of Associate Vice-President. Medical Affairs:
ARRANGEMENTAGREEMENT THIS ARRANGEMENT AGREEMENT (“Agreement”) is made as of the 4th day of October, 2023. BETWEEN: FSD PHARMA INC., a corporation incorporated pursuant to the laws of the Province of Ontario, Canada. (“FSD Pharma” or “Corporation”) -...Arrangement Agreement • April 2nd, 2024 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
WHEREAS, pursuant to this Agreement, FSD Pharma and Celly Nu have agreed to proceed with a reorganization transaction by way of statutory plan of Arrangement under the provisions of the OBCA, whereby, among other things, FSD Pharma will undertake a reorganization transaction on the terms and conditions set out in this Agreement and the Plan of Arrangement annexed hereto as Schedule “A”;
AMALGAMATION AGREEMENTAmalgamation Agreement • September 21st, 2021 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
MASTER AGREEMENTMaster Agreement • September 21st, 2021 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants in this Agreement and for other consideration (the receipt and sufficiency of which are hereby acknowledged) the Parties hereto agree as follows:
AGENCY AGREEMENTAgency Agreement • December 6th, 2019 • FSD Pharma Inc. • Ontario
First Republic Capital Corporation (the “Agent”) understands that FV Pharma Inc. (the “Corporation”) proposes to issue and sell a minimum of 155,555,556 subscription receipts and a maximum of 377,777,778 subscription receipts of the Corporation (the “Subscription Receipts”) pursuant to this Agreement. The Agent understands that the Corporation and Century Financial Capital Group Inc. (“Century”) have entered into the Business Combination Agreement (as defined herein) in connection with the Business Combination (as defined herein).
AMENDED AND RESTATED EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENTExclusive Intellectual Property License Agreement • August 27th, 2024 • Quantum Biopharma Ltd. • Pharmaceutical preparations • Ontario
BETWEEN FSD PHARMA INC., a corporation existing pursuant to the laws of the Province of Ontario and having an office located at 199 Bay Street, Suite 4000, Toronto, ON M5L 1A9 (“FSD”)
LOAN AMENDING AGREEMENTLoan Agreement • August 27th, 2024 • Quantum Biopharma Ltd. • Pharmaceutical preparations
THIS LOAN AMENDING AGREEMENT (this “Agreement”) is dated as of April 3, 2024 with an effective date of March 31, 2024, by and between CELLY NUTRITION CORP., a Borrower existing under the laws of the Province of British Columbia (the “Borrower”), and FSD PHARMA INC. a company incorporated under the laws of the province on Ontario. (the “Lender”). The Borrower and the Lender are referred to as a “Party” and collectively as the “Parties”.
LOAN AGREEMENTLoan Agreement • April 2nd, 2024 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration for the Lender agreeing to lend money to the Borrower and the sufficiency of which the parties hereto acknowledge, and for other consideration (the receipt and sufficiency of which is acknowledged) the parties covenant and agree as follows:
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 31st, 2022 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Prismic Vendors are the registered and beneficial owners of all of the issued and outstanding Prismic Securities (as defined herein), which will constitute all of the issued and outstanding Prismic Securities as at the Closing (as defined herein);
IN WITNESS WHEREOF, the parties have executed this Agreement affective as of the Effective Date.Agreement • March 18th, 2020 • FSD Pharma Inc. • Medicinal chemicals & botanical products
FSD PHARMA INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA - and - EACH OF THE PERSONS LISTED IN SCHEDULE "A" COATTAIL AGREEMENT MAY 24, 2018Coattail Agreement • December 6th, 2019 • FSD Pharma Inc. • Ontario
FSD PHARMA INC. (formerly known as Century Financial Capital Group Inc.), a corporation formed under the Business Corporations Act (Ontario)
AMENDED AND RESTATED GENERAL SECURITY AGREEMENTGeneral Security Agreement • August 27th, 2024 • Quantum Biopharma Ltd. • Pharmaceutical preparations
THIS AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (as amended, modified, supplemented, restated or replaced from time to time, this “Agreement”), dated as of April 3, 2024, made by and between Celly Nutrition Corp., a corporation existing under the laws of the Province of British Columbia (the “Obligor”), in favor of FSD Pharma Inc. (the “Secured Party”).
Indemnity AgreementIndemnification Agreement • March 31st, 2022 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
This Indemnity Agreement (this "Agreement") is made as of the ____ day of ________, 2022, between FSD Pharma Inc., a body corporate incorporated under the laws of Ontario (the "Corporation"), and [•] (the "Indemnified Party"), an individual resident in the [Province/ State] of [•].
INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Agreement entered into as of October 2, 2023 B E T W E E N: LUCID PSYCHECEUTICALS INC. (hereinafter referred to as the "Vendor")Intellectual Property Purchase Agreement • August 27th, 2024 • Quantum Biopharma Ltd. • Pharmaceutical preparations
AND, WHEREAS, the Purchaser wishes to purchase the name and trademark “UNBUZZD”, upon and subject to the terms and conditions set out in this Agreement;
BUSINESS COMBINATION AGREEMENT March 9, 2018Business Combination Agreement • December 6th, 2019 • FSD Pharma Inc. • Ontario
WHEREAS pursuant to a letter of intent between the Parties dated January 12, 2018 and accepted on January 13, 2018, FV Pharma and Century propose to combine the business and assets of FV Pharma with those of Century and upon completion of such business combination, Century will, through Amalco (as defined below), be a medical marijuana producer with the name “Cannabis ConneXion Corp.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of Century;
EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENTExclusive Intellectual Property License Agreement • April 2nd, 2024 • FSD Pharma Inc. • Pharmaceutical preparations • Ontario
BETWEEN FSD PHARMA INC., a corporation existing pursuant to the laws of the Province of Ontario and having an office located at [redacted for confidentiality purposes] (“FSD”)
