Subscription Agreement Amendment Clause Samples
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Subscription Agreement Amendment. The Company is proposing to amend certain sections of the Subscription Agreement as set forth below. First, the Company is proposing to amend Section 3.1(a) of the Subscription Agreement so that all holders of Series C Stock and all holders of Series D Stock will be entitled to participate, pro rata, in the right of first refusal set forth therein in respect of the Offered Securities (as defined therein). Under Section 6.2 of the Subscription Agreement, your consent is required for such an amendment. Your acknowledgment below indicates your acceptance of the following amendment to clause (x) of Section 3.1(a) of the Subscription Agreement (the underlined portion reflecting the amended portion):
Subscription Agreement Amendment. That, as of the Effective Date, Section 5.4 and Section 5.7 of the Subscription Agreement be and hereby are each respectively amended and restated in their entirety as follows:
Subscription Agreement Amendment. Forthwith following the date hereof and in any event on or prior to September 30, 2023 (the “Amendment Deadline”), the Company shall enter into an amendment to the Subscription Agreement (the “Subscription Amendment”) by and among the Company and ATAI, with such amendment to be in the form agreed to between the Company and ATAI, each acting reasonably. Subject to the Toronto Stock Exchange approval and the Shareholder Approval (as defined below), the Subscription Amendment shall provide ATAI with the right to purchase up to an additional 6,013 convertible debenture units (“Call Option Debenture Units”) at any time prior to August 31, 2026, pursuant to the Subscription Agreement. Such Call Option Debenture Units shall be issued on the same terms as the Convertible Debentures Units, including with respect to Conversion Price, maturity date, interest rate and the number of warrants issuable in connection therewith. Such Subscription Amendment shall provide that the issuance of any Call Option Debenture Units shall result in a corresponding reduction in ATAI’s remaining purchase right pursuant to the amended and restated securities purchase agreement dated May 14, 2021 (the “Securities Purchase Agreement”), with such right to be reduced by the number of common shares issuable upon the conversion of the principal amount outstanding under such issued Call Option Debenture Units.