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.
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.
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 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”).
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”).
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:
