FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2024, by and among (i) Psyence Biomedical Ltd, a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“NewCo”), (ii) Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
LICENSE AGREEMENTLicense Agreement • November 6th, 2023 • Psyence Biomedical Ltd. • Pharmaceutical preparations • British Columbia
This Agreement (“Agreement”) is effective as of this ____ day of _____________ 2022, (“Effective Date”) between FILAMENT HEALTH CORP. a British Columbia corporation, with offices at #210-4475 Wayburne Drive, Burnaby BC V5G4X4 (“Filament”) and PSYENCE BIOMED CORP, a corporation organized under the laws of British Columbia with an address at 200 Bay Street, Suite 2010 Toronto, Ontario, Canada M5J 2J1 (“Psyence”). Filament and Psyence may be referred to herein singularly as a “party” and collectively as the “parties”.
FEE MODIFICATION AGREEMENT January 25, 2024Fee Modification Agreement • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
WHEREAS, pursuant to that certain Underwriting Agreement between Newcourt Acquisition Corp (together with any successor entity thereto, the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated October 19, 2021 (as may be amended from time to time, the “Underwriting Agreement”), entered into in connection with the Company’s initial public offering (“IPO”), CF&CO is entitled to deferred underwriting commissions of $5,567,500 in the aggregate (after giving effect to the waiver (the “Waiver”) of 50% of the original $11,135,000 deferred underwriting fee, which waiver CF&CO hereby reaffirms) (the “Deferred Fee”), upon the consummation of a Business Combination. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 6th, 2023 • Psyence Biomedical Ltd. • Pharmaceutical preparations
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on as of [ ], 2023, by and among (i) Newcourt SPAC Sponsor LLC, a Delaware limited liability company, (the “Sponsor”) (ii) Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (iii) Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (the “Target”), and (iv) Psyence Biomedical Ltd, a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (defined below) (“NewCo”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 6th, 2023 • Psyence Biomedical Ltd. • Pharmaceutical preparations • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2023, by and among (i) Psyence Biomedical Ltd, a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“Pubco”), (ii) Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
FORM OF SUPPORT AGREEMENTForm of Support Agreement • November 6th, 2023 • Psyence Biomedical Ltd. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made as of [●], 2023 by and among (i) Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (ii) Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (the “Target”), (iii) Psyence Biomedical Ltd, a corporation organized under the laws of Ontario, Canada (“NewCo”), and (iv) Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (“Parent”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
SENIOR SECURED CONVERTIBLE NOTE DUE JUNE 14th, 2027Psyence Biomedical Ltd. • June 20th, 2024 • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Convertible Promissory Note of Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), having its principal place of business at 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1 designated as its Convertible Note due January 25th, 2027 (this “Note”).
FIRST ADDENDUM TO THE LICENSE AGREEMENT AND COMMERCIAL TERM SHEET BetweenThe License Agreement • July 24th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
FILAMENT HEALTH CORP. a corporation incorporated in British Columbia Canada, with offices at #210-4475 Wayburne Drive, Burnaby BC (“Filament”)
AMENDMENT TO ENGAGEMENT LETTEREngagement Letter • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • New York
This Amendment (this “Amendment”) is made and entered into as of January 22, 2024 (the “Amendment Effective Date”) by and between J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), and Newcourt Acquisition Corp (“Client”).
FORM OF CALL OPTION AGREEMENTOption Agreement • April 18th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • New York
THIS OPTION AGREEMENT is dated as of _________, 2024 (this “Agreement”) and entered into by and among Harraden Circle Investor, LP and Harraden Circle Special Opportunities, LP (collectively, the “Buyer”) and [Tabula Rasa Ltd/Launchpad Capital Opportunities Fund LP (Series SPAC)] (“Seller”).
SENIOR SECURED CONVERTIBLE NOTE DUE JANUARY 25th, 2027Psyence Biomedical Ltd. • June 6th, 2024 • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Convertible Promissory Note of Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), having its principal place of business at 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1 designated as its Convertible Note due January 25th, 2027 (this “Note”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2024, is by and among Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
DIRECTOR’S AND OFFICER’S INDEMNITY AGREEMENTIndemnity Agreement • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • Ontario
This Agreement Witnesseth that in consideration of the Individual agreeing to act as a director and/or officer of the Corporation or any subsidiary company, partnership, joint venture, trust or other enterprise (each of the Corporation and any such other subsidiary company, partnership, joint venture, trust or other enterprise, the “Company”) and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), it is agreed between the parties hereto as follows:
AMENDMENT TO ENGAGEMENT LETTEREngagement Letter • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
This Amendment (this “Amendment”) is made and entered into as of January 25, 2024 (the “Amendment Effective Date”) by and between Maxim Group LLC (“Maxim”) and Psyence Group Inc (the “Company”).
ContractPsyence Biomedical Ltd. • November 6th, 2023 • Pharmaceutical preparations
FORM OF SENIOR SECURED CONVERTIBLE NOTEPsyence Biomedical Ltd. • January 31st, 2024 • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Convertible Promissory Note of Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), having its principal place of business at ________________ designated as its Convertible Note due January__, 2027 (this “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2024, between Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), Psyence Biomed II Corp., a corporation existing under the laws of Ontario, Canada (“Psyence”), the funds, accounts, and/other investment vehicles managed by [ ] signatory hereto (collectively, the “Purchaser” and collectively with the Company and Psyence, the “Parties”), and Newcourt SPAC Sponsor LLC (“Sponsor”).
LICENSE AGREEMENTLicense Agreement • September 20th, 2023 • Psyence Biomedical Ltd. • Pharmaceutical preparations • British Columbia
This Agreement (“Agreement”) is effective as of this 18th day of April 2022, (“Effective Date”) between FILAMENT HEALTH CORP. a British Columbia corporation, with offices at #210-4475 Wayburne Drive, Burnaby BC V5G4X4 (“Filament”) and PSYENCE BIOMED CORP, a corporation organized under the laws of British Columbia with an address at 200 Bay Street, Suite 2010 Toronto, Ontario, Canada M5J 2J1 (“Psyence”). Filament and Psyence may be referred to herein singularly as a “party” and collectively as the “parties”.
FORM OF GENERAL SECURITY AGREEMENTGeneral Security Agreement • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • Ontario
FORM OF GUARANTYPsyence Biomedical Ltd. • January 31st, 2024 • Pharmaceutical preparations
In consideration of loans, advances, and all other credit transactions and financial accommodations given or to be given or to be continued from time to time to Psyence Biomedical Ltd., (“Borrower”) by [ ] and any of its affiliates (collectively, “Lender”), the undersigned Psyence Biomed II Corp. (“Guarantor”) hereby agrees with Lender as follows:
SENIOR SECURED CONVERTIBLE NOTEPsyence Biomedical Ltd. • July 23rd, 2024 • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Convertible Promissory Note of Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), having its principal place of business at 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1 designated as its Convertible Note due July 15th, 2027 (this “Note”).
