Standard Contracts
Mind Medicine (MindMed) Inc. Common Shares (no par value per share) Sales AgreementSales Agreement • June 28th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
Each of the undersigned, Robert Barrow, Chief Executive Officer of Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), and Schond Greenway, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify, pursuant to Section 2.2(a)(iv) of that certain Securities Purchase Agreement dated March 7, 2024 (the “Securities Purchase Agreement”) by and between the Company and the purchasers identified therein, that:
MIND MEDICINE (MINDMED) INC. - and – ODYSSEY TRUST COMPANY WARRANT INDENTUREWarrant Indenture • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • Ontario
a trust company incorporated under the laws of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia
INDENTURE DATED AS OF , 20 BETWEEN MIND MEDICINE (MINDMED) INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in SeriesIndenture • June 28th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
THIS INDENTURE, dated as of , 20 , between MIND MEDICINE (MINDMED) INC., a company incorporated under the laws of the Province of British Columbia (herein called the “Company”), and , as trustee (herein called the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 11, 2023 (the “Closing Date”) is entered into among MIND medicine (Mindmed) INC., a corporation incorporated under the laws of the Province of British Columbia (“Borrower Representative”), and each other Person party hereto as a borrower set forth on Schedule 1 hereto from time to time (collectively, “Borrowers”, and each, a “Borrower”), and each other Person party hereto or party to any other Loan Document as a guarantor from time to time (collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), K2 HEALTHVENTURES LLC, as a lender, and the other lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”)
Mind Medicine (MindMed) Inc. 16,666,667 Common Shares (no par value per share) Underwriting AgreementUnderwriting Agreement • March 11th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 16,666,667 common shares, having no par value per share (“Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New Jersey
This Employment Agreement (the “Agreement”) is entered into effective April 13, 2023 (the “Effective Date”), by and between Mark R. Sullivan (the “Executive”) and Mind Medicine (MindMed), Inc. (the “Company”).
THIS SUPPLEMENTAL INDENTURE is dated as of the 26th day of August, 2022Supplemental Indenture • March 9th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
WHEREAS by a warrant indenture dated as of October 30, 2020 between the Company and Odyssey Trust Company (“Odyssey”), as warrant agent, as amended by a supplemental warrant agreement dated March 14, 2022 between the Company, Odyssey and the Warrant Agent (which agreements and any and all agreements heretofore supplemental thereto are herein collectively referred to as the “Original Indenture”), provision was made for the issuance of Warrants exercisable to purchase Warrant Shares of the Company;
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT - between - MINDMED DISCOVER LLC (the “Company”) - and - Dr. Miri Halperin Wernli (the “Executive”)Executive Employment Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
WHEREAS Mind Medicine (MindMed) Inc. (“MMED”), the parent company of the Company, has appointed the Executive to the position of President of the MMED effective as of August 15, 2020;
October 17, 2024 Mind Medicine (MindMed) Inc. One World Trade Center Suite 8500 New York, NY 10007 Re: Warrant Exchange Agreement Ladies and Gentlemen:Warrant Exchange Agreement • October 17th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
This letter agreement (this “Agreement”) confirms the agreement of Mind Medicine (MindMed) Inc. (the “Company”), and the holders of the common shares, without par value, of the Company listed on Schedule I attached hereto (the “Shareholders”), pursuant to which the Shareholders have agreed to exchange an aggregate of 8,000,000 common shares of the Company (the “Common Shares”) beneficially owned or owned of record, as applicable, by the Shareholders, in consideration for pre-funded warrants to purchase up to an aggregate of 8,000,000 common shares of the Company (each such common share, a “Warrant Share” and all such common shares, the “Warrant Shares”), substantially in the form attached hereto as Exhibit A (the “Warrants”) on the terms specified below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
WHEREAS Mind Medicine (MindMed) Inc. (“MMED”), the parent company of the Company, has appointed the Executive to the position of President of the MMED effective as of August 15, 2020;
MIND MEDICINE (MINDMED) INC. STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 9th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
Unless otherwise defined herein, the terms defined in the Mind Medicine (MindMed) Inc. Stock Option Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes this Notice of Stock Option Grant (the “Notice of Grant”).
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
This Amendment No. 1 to the Registration Rights Agreement (this “Amendment No. 1”) is made and entered into as of October 17, 2024, by and between Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractPre-Funded Warrant Agreement • October 17th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SUPPLEMENTAL WARRANT AGREEMENTSupplemental Warrant Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
WHEREAS by Warrant Agreements made on (i) May 26, 2020, (ii) October 30, 2020, (iii) December 11, 2020 and (iv) January 7, 2021 between the Company and Resigning Warrant Agent, as warrant agent, (which agreements and any and all agreement heretofore supplemental thereto are herein collectively referred to as the “Warrant Agreements”), provision was made for the issue of warrants, subject to the terms and conditions contained in the Warrant Agreements;
THIS SUPPLEMENTAL INDENTURE is dated as of the 26th day of August, 2022 BETWEEN: MIND MEDICINE (MINDMED) INC., a company existing under the laws of British Columbia (hereinafter called the “Company”)Supplemental Indenture • March 9th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
WHEREAS by a warrant indenture dated as of January 7, 2021 between the Company and Odyssey Trust Company (“Odyssey”), as warrant agent, as amended by a supplemental warrant agreement dated March 14, 2022 between the Company, Odyssey and the Warrant Agent (which agreements and any and all agreements heretofore supplemental thereto are herein collectively referred to as the “Original Indenture”), provision was made for the issuance of Warrants exercisable to purchase Warrant Shares of the Company;
MIND MEDICINE (MINDMED) INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN RSU AWARD AGREEMENTRsu Award Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
This RSU Award Agreement is entered into between Mind Medicine (MindMed) Inc. (the “Corporation”) and the RSU Holder named below pursuant to the Performance and Restricted Share Unit Plan of the Corporation (the “Plan”) effective [●], as amended, and confirms that:
ESCROW AGREEMENT amongEscrow Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • Ontario
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties agree as follows:
SEPARATION AGREEMENTSeparation Agreement • August 13th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
This Agreement (the “Agreement”) sets forth the terms and conditions of your separation from Mind Medicine (MindMed) Inc. (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
MIND MEDICINE (MINDMED) INC., a company incorporated under the Business Corporations Act (British Columbia) (hereinafter referred to as “MindMed”)
