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.
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.
