BRIGHT MINDS BIOSCIENCES INC. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of March 17, 2021Warrant Indenture • June 17th, 2021 • Bright Minds Biosciences Inc. • British Columbia
WHEREAS pursuant to the terms of the Underwriting Agreement, the Corporation has agreed to sell by way of a short form prospectus offering an aggregate of up to 3,798,450 units of the Corporation (the "Units") at a price of $7.57 per Unit (inclusive of Units issuable on exercise of the underwriters' over-allotment option), each such Unit consisting of one common share in the capital of the Corporation and one-half of one Warrant (as defined below) (the "Offering");
UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • British Columbia
Based on the terms and conditions set out below, Eight Capital ("Eight"), as lead underwriter, Stifel Nicolaus Canada Inc., Beacon Securities Limited and Haywood Securities Inc. (together with Eight, the "Underwriters" and each, an "Underwriter") hereby severally (and not jointly or jointly and severally), in their respective percentages set out in Section 17(a) below, offer to purchase for resale from Bright Minds Biosciences Inc. (the "Corporation"), and the Corporation, by its acceptance of this offer agrees to issue and sell to the Underwriters, at the Closing Time (as defined below), an aggregate of 3,303,000 units (the "Initial Units") of the Corporation at a purchase price of $7.57 per Initial Unit (the "Offering Price") for aggregate gross proceeds to the Corporation of $25,003,710.
BRIGHT MINDS BIOSCIENCES INC. INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • December 29th, 2022 • Bright Minds Biosciences Inc. • Pharmaceutical preparations • British Columbia
BRIGHT MINDS BIOSCIENCES INC., a company with its registered address at 1500-1055 West Georgia St., Vancouver, British Columbia (the "Company")
Bright Minds Biosciences Ltd. Consulting AgreementConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of January 25th 2021 (the "Effective Date"), by and between Bright Minds Biosciences Ltd.., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, John M McCall., an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
AGENCY AGREEMENTAgency Agreement • December 29th, 2022 • Bright Minds Biosciences Inc. • Pharmaceutical preparations
The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture (as hereinafter defined) to be entered into between the Warrant Agent (as hereinafter defined) and the Corporation to be dated as of the Closing Date. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of the Warrant Indenture shall govern. The Units will separate at Closing (as hereinafter defined).
Bright Minds Biosciences Ltd. CONSULTING AGREEMENTConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of January 4th 2021 (the "Effective Date"), by and between Bright Minds Biosciences Ltd.., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, Uroš Laban., an individual with an address at "****". The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
BRIGHT MINDS BIOSCIENCES INC. INDEPENDENT CONSULTANT AGREEMENTIndependent Consultant Agreement • July 29th, 2021 • Bright Minds Biosciences Inc. • Pharmaceutical preparations • British Columbia
BRIGHT MINDS BIOSCIENCES INC., a company with its registered address at 1500-1055 West Georgia St., Vancouver, British Columbia (the "Company")
Bright Minds Biosciences Ltd. Consulting AgreementConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of August 15th 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd.., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, Laurentiu Nicolae, an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
BRIGHT MINDS BIOSCIENCES LTD. SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS SCIENTIFIC ADVISORY BOARD AGREEMENT (the "Agreement") is made and entered into as of 25 September 2019 (the "Effective Date"), by and between Bright Minds Biosciences Ltd., 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and Jianmin Duan, with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
Bright Minds Biosciences Ltd. Consulting AgreementConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of August 15th 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, Arina Zhukova an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
Bright Minds Biosciences Ltd. Consulting AgreementConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of 22-December, 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd.., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 Canada (the "Company"), and, Toxicology Services, Inc., an s-corporation with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
AMENDMENT No. 1 TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 17th, 2021 • Bright Minds Biosciences Inc.
This Amendment No. 1 to the Sponsored Research Agreement ("Amendment No. 1") is made and entered into by and between Bright Minds Biosciences ("Sponsor") and the University of Texas Medical Branch at Galveston, "****" ("University" or "UTMB") a component institution of The University of Texas System ("System") (collectively the "Parties").
Bright Minds Biosciences Ltd. Consulting AgreementConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of August 15th 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, John McCorvy an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
BRIGHT MINDS BIOSCIENCES LTD. CONSULTING AGREEMENTConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc.
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of August 15th 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd.., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, Dr. Krista Lanctot an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
BRIGHT MINDS BIOSCIENCES LTD. SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS SCIENTIFIC ADVISORY BOARD AGREEMENT (the "Agreement") is made and entered into as of 01 June 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd., Royal Centre, 1055 W Georgia St #1500, Vancouver, Be V6E 4N7 (the "Company"), and, Narayan R. Kissoon, M.D., an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
SERVICES AGREEMENTServices Agreement • June 17th, 2021 • Bright Minds Biosciences Inc.
THIS SERVICES AGREEMENT (, the "Agreement") is made as of the date last signed below (the "Effective Date") by and between Bright Minds Biosciences Inc. ("The Client Company") and The Medical College of Wisconsin, Inc. ("MCW").
BRIGHT MINDS BIOSCIENCES LTD. CONSULTING AGREEMENTConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of August 15th 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd.., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, Peter Kowey MD., an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
EXCLUSIVE LICENSE AGREEMENT WITH EQUITYExclusive License Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • Illinois
This License Agreement ("Agreement") is made effective as of April 23, 2021 ("Effective Date") between the Board of Trustees of the University of Illinois, a body corporate and politic of the State of Illinois, "****" ("University"), and Bright Minds Biosciences Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada, having a registered office address at 1500 - 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7 ("Licensee").
Bright Minds Biosciences Ltd. Consulting AgreementConsulting Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of August 15th 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd.., Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 (the "Company"), and, [Jesse Damsker]., an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
BRIGHT MINDS BIOSCIENCES LTD. SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • New York
THIS SCIENTIFIC ADVISORY BOARD AGREEMENT (the "Agreement") is made and entered into as of 14 July 2020 (the "Effective Date"), by and between Bright Minds Biosciences Ltd., Royal Centre, 1055 W Georgia St #1500, Vancouver, Be V6E 4N7 (the "Company"), and, Peter Hendricks, Ph.D., an individual with an address at "****" (the "Advisor"). The Company and the Advisor may be referred to herein individually as "Party" or collectively, as "Parties."
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • Texas
This Sponsored Research Agreement (the "Agreement") is made between the University of Texas Medical Branch at Galveston, d/b/a UTMB Health ("University" or "UTMB"), a health institution of the University of Texas System ("System"), an agency of the state of Texas, located at "****" and Bright Minds Biosciences, a corporation having its principal place of business at 90 Adelaide St. W, Toronto, Ontario, Canada ("Sponsor").
Form 46-201F1 Escrow AgreementEscrow Agreement • June 17th, 2021 • Bright Minds Biosciences Inc. • British Columbia
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the listing of the common shares of the Issuer on the Canadian Securities Exchange (CSE). The Issuer is an "emerging issuer" (as defined in section 3.3 of the Policy).
OPTION AGREEMENTOption Agreement • July 29th, 2021 • Bright Minds Biosciences Inc. • Pharmaceutical preparations • Illinois
AGREEMENT made and entered into as of the date of the last signature below (the "Effective Date") by and between the Board of Trustees of the University of Illinois, a body corporate and politic of the State of Illinois, 352 Henry Administration Building, 506 S. Wright St., Urbana, Illinois 61801 ("University") through its Office of Technology Management, and Bright Minds Biosciences having a principal address at 1055 W Georgia St #1500, Vancouver, BC V6E 4N7 ("OPTIONEE") (collectively "the Parties").
