CYBIN INC. - and – ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 8,107,720 Common Share Purchase Warrants February 4, 2021Warrant Indenture • July 26th, 2021 • Cybin Inc. • Ontario
ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia (the “Warrant Agent”)
UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2021 • Cybin Inc. • Ontario
The Warrants shall be duly and validly created and issued pursuant to, and governed by, a warrant indenture (the "Warrant Indenture") in a form acceptable to the Lead Underwriter (acting reasonably) to be dated as of the Closing Date between the Corporation and the Transfer Agent (as defined below), in its capacity as warrant agent. 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. In case of any inconsistency between the description of the Warrants in this Agreement (as defined below) and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.
ESCROW AGREEMENTEscrow Agreement • July 26th, 2021 • Cybin Inc. • Ontario
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 application by the Issuer, an established issuer, for listing of the common shares of the Issuer on the NEO Exchange.
SUPPORT AGREEMENTSupport Agreement • July 26th, 2021 • Cybin Inc. • Ontario
This SUPPORT AGREEMENT is made as of December 14, 2020 (this “Agreement”), among Cybin Inc. (the “Parent”), an Ontario corporation, Cybin US Holdings Inc. (the “Acquiror”), a Nevada corporation, and each of those persons listed in exhibit “A” (each a “Shareholder” and together the “Shareholders”);
MEMORANDUM OF UNDERSTANDING TO UNDERTAKE CLINICAL RESEARCH IN THE PROPERTIES OF MUSHROOM (Psilocybin) AND APPLICATIONS IN CLINICAL TRIALS BETWEEN THE UNIVERSITY OF THE WEST INDIES through THE CARIBBEAN INSTITUTE FOR HEALTH RESEARCH - TROPICAL...Memorandum of Understanding • July 26th, 2021 • Cybin Inc.
This Memorandum of Understanding for the provision of technical support in mushroom research and development (hereinafter referred to as “MOU”) is made and entered into on the 16th day of July, 2020 between THE UNIVERSITY OF THE WEST INDIES, a regional academic institution with Regional Headquarters located at Hermitage Road, Mona, Kingston 7, Jamaica W.I. (hereinafter referred to as “The UWI”) through its TROPICAL METABOLISM RESEARCH UNIT of THE CARIBBEAN INSTITUTE FOR HEALTH RESEARCH, (hereinafter referred to as “CAIHR-TMRU”) and CYBIN Corporation an Ontario, Canada based private firm located at 5600-100 King Street West, Toronto, ON M5X 1C9, Canada (hereinafter referred to as “CYBIN”) (collectively referred to as the “Parties”).
CONTRIBUTION AGREEMENT BY AND AMONG CYBIN INC. CYBIN CORP. CYBIN US HOLDINGS INC. ADELIA THERAPEUTICS INC. THE SHAREHOLDERS OF ADELIA THERAPEUTICS INC. AND ALEX NIVOROZHKIN, AS THE CONTRIBUTORS REPRESENTATIVE DATED AS OF DECEMBER 4, 2020Contribution Agreement • July 26th, 2021 • Cybin Inc. • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 4, 2020 is entered into by and among (i) Cybin US Holdings Inc., a Nevada corporation (“Acquiror”), (ii) Cybin Corp., an Ontario corporation (“Acquiror Intermediate Holdco”), (iii) Cybin Inc., an Ontario corporation (“Acquiror Topco”), (iv) Alex Nivorozhkin, Brett Greene, Michael Palfreyman, Clinton Canal, Alexander Belser, Nova Capital International LLC, Transliminal LLC and Josh Hartsel (each, a “Contributor” and collectively the “Contributors”), (v) Adelia Therapeutics Inc., a Delaware corporation (the “Company”), and (vi) Alex Nivorozhkin, in his capacity as the Contributors Representative.
AMALGAMATION AGREEMENTAmalgamation Agreement • July 26th, 2021 • Cybin Inc. • Ontario
AGENCY AGREEMENTAgency Agreement • July 26th, 2021 • Cybin Inc. • Ontario
The Subscription Receipts will be created pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among the Corporation, the Co-Lead Agents and Odyssey Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"), to be dated as of the Closing Date (as defined herein). Each Subscription Receipt will, upon the satisfaction, or waiver in whole or in part by the Co-Lead Agents, on behalf of the Agents, in their sole discretion, of the Escrow Release Conditions (as defined herein), and without payment of additional consideration or further action on the part of the holders of the Subscription Receipts, be automatically converted into one common share in the capital of the Corporation (each, a "Common Share" and collectively, the "Common Shares"). Immediately following the issuance of the Common Shares upon conversion of Subscription Receipts, each Common Share will be automatically exchanged for a common share of the Resulting Issuer (as defin
FEASIBILITY STUDY AGREEMENTFeasibility Study Agreement • July 26th, 2021 • Cybin Inc. • Ontario
CYBIN CORP., a corporation with offices at 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9, Canada, together with its Affiliates (as hereinafter defined), herein represented by Paul Glavine, its CEO (“CYBIN”)
