WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 17th, 2023 • Clearmind Medicine Inc. • Pharmaceutical preparations
AEGIS CAPITAL CORP. July __ 2023Placement Agent Agreement • July 17th, 2023 • Clearmind Medicine Inc. • Pharmaceutical preparations • New York
The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed secondary public offering (the “Placement”) by Clearmind Medicine Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its common shares and warrants to purchase common shares (the “Securities”). The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
COMMON SHARE PURCHASE WARRANT CLEARMIND MEDICINE INC.Common Share Purchase Warrant • July 17th, 2023 • Clearmind Medicine Inc. • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clearmind Medicine Inc., an British Columbia company (the “Company”), up to [●] 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). This Warrant shall initially be issued and maintained in the form of a security held in
