SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2024 • Clearmind Medicine Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 11, 2024, between Clearmind Medicine Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2024 • Clearmind Medicine Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 11, 2024, between Clearmind Medicine Inc., a British Columbia corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PERSONAL AND CONFIDENTIALPersonal and Confidential • January 16th, 2024 • Clearmind Medicine Inc. • Pharmaceutical preparations • New York
The purpose of this placement agent agreement (“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 a proposed registered direct offering and concurrent private placement (the “Placement”) by Clearmind Medicine Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its Common Shares and warrants to purchase its Common Shares (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behal
WARRANT TO PURCHASE COMMON SHARES CLEARMIND MEDICINE INC.Clearmind Medicine Inc. • January 16th, 2024 • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON SHARES (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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on January 15, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clearmind Medicine Inc., a British Columbia corporation (the “Company”), up to [●] common shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
