REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is entered into effective as July 25, 2024 (the “Execution Date”), by and between Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
SENIOR SECURED CONVERTIBLE NOTEConvertible Security Agreement • July 23rd, 2024 • Psyence Biomedical Ltd. • 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”).
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”.
DEBT-FOR-EQUITY EXCHANGE AGREEMENTDebt-for-Equity Exchange Agreement • October 8th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • New York
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of September 30, 2024 (the “Effective Date”) is made by and between Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”), and Newcourt SPAC Sponsor, LLC (“Lender”).
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).
FIRST ADDENDUM TO THE SHARE PURCHASE AND SALE AGREEMENT Between PSYENCE GROUP INC. (the "Seller") and PSYENCE BIOMEDICAL LTD. (the "Purchaser") and PSYENCE LABS LTD. (the "Company") (collectively, the "Parties")Share Purchase and Sale Agreement • October 8th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
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.
LICENCE AGREEMENT FOR ALCOHOL USE DISORDER AND SUBSTANCE USE DISORDERLicence Agreement • September 5th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • Ontario
This Agreement ("Agreement") is effective as of this 3rd day of September 2024, ("Effective Date") between PSYENCE UK GROUP LTD, a private company incorporated in England and Wales under company registration number 13986347 ("PSYUK") and PSYENCE BIOMEDICAL LTD, a publicly listed company incorporated in the Province of Ontario, Canada with Ontario corporation number 1000582144 ("PBM"). PSYUK and PBM may be referred to herein singularly as a "party" and collectively as the "parties".
FORM OF SUPPORT AGREEMENTSupport 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.
FIRST ADDENDUM TO THE LICENSE AGREEMENT AND COMMERCIAL TERM SHEET BetweenLicense 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 AGREEMENTCall Option 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration 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”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • New York
This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as July 25, 2024 (the “Execution Date”), by and between Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
SECOND ADDENDUM TO THE SHARE PURCHASE AND SALE AGREEMENT Between PSYENCE GROUP INC. (the "Seller") and PSYENCE BIOMEDICAL LTD. (the "Purchaser") and PSYENCE LABS LTD. (the "Company") (collectively, the "Parties")Share Purchase and Sale Agreement • December 4th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
DIRECTOR’S AND OFFICER’S INDEMNITY AGREEMENTDirector's and Officer's Indemnity 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:
FIRST ADDENDUM TO THE SECURITIES PURCHASE AGREEMENT AND SENIOR SECURED CONVERTIBLE NOTES Between PSYENCE BIOMEDICAL LTD., a corporation existing under the laws of Ontario, Canada (the "Company") PSYENCE BIOMED II CORP., a corporation existing under...Securities Purchase Agreement and Senior Secured Convertible Notes • August 19th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
HARRADEN CIRCLE INVESTORS, LP, a fund, account, and/other investment vehicle managed by Harraden Circle Investments, LLC ("HCI")
TO THE DEBT-FOR-EQUITY EXCHANGE AGREEMENT DATED AS OF SEPTEMBER 30, 2024 (the "Swap Agreement")Debt-for-Equity Exchange Agreement • December 4th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
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”).
ContractBusiness Combination Agreement • November 6th, 2023 • Psyence Biomedical Ltd. • Pharmaceutical preparations
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”.
COMMON SHARE PURCHASE WARRANT PSYENCE BIOMEDICAL LTD.Securities Agreement • October 2nd, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on __________, 202__ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), up to ____________ (_______) of the Company’s Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SHARE PURCHASE AND SALE AGREEMENT between PSYENCE GROUP INC. and PSYENCE BIOMEDICAL LTD. and PSYENCE LABS LTD.Share Purchase and Sale Agreement • September 20th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
THIS AGREEMENT is made and entered into as of September 17, 2024, by and among Psyence Group Inc. (the "Seller"), a corporation organized under the laws of Ontario, Canada, and Psyence Biomedical Ltd. (the "Purchaser"), a corporation organized under the laws of Ontario, Canada, and Psyence Labs Ltd., a company duly incorporated in the British Virgin Islands (the "Company"). Each of the Seller, the Purchaser and the Company are also referred to herein as a "Party" and, collectively, as the "Parties". The term "Agreement" as used herein refers to this Purchase and Sale Agreement, as the same may be amended from time to time.
FIRST ADDENDUM (this "Addendum") TO THE DEBT-FOR-EQUITY EXCHANGE AGREEMENTS DATED AS OF SEPTEMBER 30, 2024 AND OCTOBER 25, 2024 RESPECTIVELY (collectively the "Swap Agreements")Debt-for-Equity Exchange Agreement • December 4th, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations
FORM OF GENERAL SECURITY AGREEMENTGeneral Security Agreement • January 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • Ontario
FORM OF GUARANTYGuaranty • January 31st, 2024 • Psyence Biomedical Ltd. • 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:
