LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 11, 2023 (the “Closing Date”) is entered into among MIND medicine (Mindmed) INC., a corporation incorporated under the laws of the Province of British Columbia (“Borrower Representative”), and each other Person party hereto as a borrower set forth on Schedule 1 hereto from time to time (collectively, “Borrowers”, and each, a “Borrower”), and each other Person party hereto or party to any other Loan Document as a guarantor from time to time (collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), K2 HEALTHVENTURES LLC, as a lender, and the other lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”)
MIND MEDICINE (MINDMED) INC. - and – ODYSSEY TRUST COMPANY WARRANT INDENTUREWarrant Indenture • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • Ontario
a trust company incorporated under the laws of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York
Each of the undersigned, Robert Barrow, Chief Executive Officer of Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), and Schond Greenway, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify, pursuant to Section 2.2(a)(iv) of that certain Securities Purchase Agreement dated March 7, 2024 (the “Securities Purchase Agreement”) by and between the Company and the purchasers identified therein, that:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
Mind Medicine (MindMed) Inc. Common Shares (no par value per share) Controlled Equity OfferingSM Sales AgreementMind Medicine (MindMed) Inc. • May 4th, 2022 • Medicinal chemicals & botanical products • New York
Mind Medicine (MindMed) Inc., a corporation organized under the laws of the Province of British Columbia (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (each, an “Agent,” and together, the “Agents”), as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New Jersey
This Employment Agreement (the “Agreement”) is entered into effective April 13, 2023 (the “Effective Date”), by and between Mark R. Sullivan (the “Executive”) and Mind Medicine (MindMed), Inc. (the “Company”).
THIS SUPPLEMENTAL INDENTURE is dated as of the 26th day of August, 2022Supplemental Indenture • March 9th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
WHEREAS by a warrant indenture dated as of October 30, 2020 between the Company and Odyssey Trust Company (“Odyssey”), as warrant agent, as amended by a supplemental warrant agreement dated March 14, 2022 between the Company, Odyssey and the Warrant Agent (which agreements and any and all agreements heretofore supplemental thereto are herein collectively referred to as the “Original Indenture”), provision was made for the issuance of Warrants exercisable to purchase Warrant Shares of the Company;
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT - between - MINDMED DISCOVER LLC (the “Company”) - and - Dr. Miri Halperin Wernli (the “Executive”)Executive Employment Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
WHEREAS Mind Medicine (MindMed) Inc. (“MMED”), the parent company of the Company, has appointed the Executive to the position of President of the MMED effective as of August 15, 2020;
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
WHEREAS Mind Medicine (MindMed) Inc. (“MMED”), the parent company of the Company, has appointed the Executive to the position of President of the MMED effective as of August 15, 2020;
MIND MEDICINE (MINDMED) INC. STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Plan • March 9th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
Unless otherwise defined herein, the terms defined in the Mind Medicine (MindMed) Inc. Stock Option Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes this Notice of Stock Option Grant (the “Notice of Grant”).
Mind Medicine (MindMed) Inc. 16,666,667 Common Shares (no par value per share) Underwriting AgreementMind Medicine (MindMed) Inc. • March 11th, 2024 • Medicinal chemicals & botanical products • New York
Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 16,666,667 common shares, having no par value per share (“Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
SUPPLEMENTAL WARRANT AGREEMENTSupplemental Warrant Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
WHEREAS by Warrant Agreements made on (i) May 26, 2020, (ii) October 30, 2020, (iii) December 11, 2020 and (iv) January 7, 2021 between the Company and Resigning Warrant Agent, as warrant agent, (which agreements and any and all agreement heretofore supplemental thereto are herein collectively referred to as the “Warrant Agreements”), provision was made for the issue of warrants, subject to the terms and conditions contained in the Warrant Agreements;
THIS SUPPLEMENTAL INDENTURE is dated as of the 26th day of August, 2022 BETWEEN: MIND MEDICINE (MINDMED) INC., a company existing under the laws of British Columbia (hereinafter called the “Company”)Supplemental Indenture • March 9th, 2023 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
WHEREAS by a warrant indenture dated as of January 7, 2021 between the Company and Odyssey Trust Company (“Odyssey”), as warrant agent, as amended by a supplemental warrant agreement dated March 14, 2022 between the Company, Odyssey and the Warrant Agent (which agreements and any and all agreements heretofore supplemental thereto are herein collectively referred to as the “Original Indenture”), provision was made for the issuance of Warrants exercisable to purchase Warrant Shares of the Company;
MIND MEDICINE (MINDMED) INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN RSU AWARD AGREEMENTRsu Award Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products
This RSU Award Agreement is entered into between Mind Medicine (MindMed) Inc. (the “Corporation”) and the RSU Holder named below pursuant to the Performance and Restricted Share Unit Plan of the Corporation (the “Plan”) effective [●], as amended, and confirms that:
ESCROW AGREEMENT amongEscrow Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • Ontario
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2022 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • British Columbia
MIND MEDICINE (MINDMED) INC., a company incorporated under the Business Corporations Act (British Columbia) (hereinafter referred to as “MindMed”)
