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”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 17th, 2023 • Clearmind Medicine Inc. • Pharmaceutical preparations
Underwriting AgreementUnderwriting Agreement • November 2nd, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations • New York
COMMON SHARE PURCHASE WARRANT CLEARMIND MEDICINE INC.Common Share Purchase • March 27th, 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
AEGIS CAPITAL CORP. July __ 2023Clearmind Medicine Inc. • July 17th, 2023 • 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 • 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
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
Cooperation AgreementCooperation Agreement • September 21st, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations
This Cooperation Agreement (“Agreement”) is entered into as of March 7, 2022 (“Effective Date”) between Scisparc Ltd. with an office at 20 Raoul Wallenberg St. Building A, 2nd Fl. (“Scisparc”) and ClearMind Medicine Inc. with offices at 101 – 1220 W 6 Ave Vancouver, BC V6H 2R8, on behalf of itself and its affiliates (“CM”). Each shall be referred hereinafter as “Party” and together – as “Parties”.
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.
Framework Agreement for the Conduct of ResearchFramework Agreement • August 18th, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations
This Framework Agreement for the Conduct of Research (“Agreement”) is made in Jerusalem this 31st day of July, 2022, and shall be effective retroactively as of the 8th day of November, 2021 (the “Effective Date”), by and between:
Sponsored Research and Services AgreementResearch and Services Agreement • August 18th, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations
This Sponsored Research Agreement (the “Agreement”), effective as of 8 November, 2021 (the “Effective Date”), is entered into by and between BIRAD Research and Development Company Ltd., a company formed under the laws of Israel having an office at Bar Ilan University, Ramat Gan, Israel (“BIRAD”), and ClearmindMed Ltd., a company organized under the laws of Israel, having an office at 20 Raoul Wallenberg St. Building A, 2nd Fl. Tel-Aviv, Israel (“Sponsor”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 21st, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the parties agree as follows:
ContractClearmind Medicine Inc. • September 21st, 2022 • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
FRAMEWORK RESEARCH AND OPTION AGREEMENTFramework Research and Option Agreement • August 18th, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations • Tel-Aviv
This Framework Research and Option Agreement (“Agreement”) is made in Jerusalem this 31st day of July, 2022, and shall be effective retroactively as of the 1st day of October, 2021 (the “Effective Date”), by and between:
CLEARMIND MEDICINE INC. OFFERING OF UNITS COMPRISED OF COMMON SHARES AND WARRANTS SUBSCRIPTION AGREEMENTSubscription Agreement • August 18th, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations
AMENDMENT TO THE SUBSCRIPTION AGREEMENTThe Subscription Agreement • September 21st, 2022 • Clearmind Medicine Inc. • Pharmaceutical preparations
THIS AMENDMENT (the “Amendment”) to the Subscription Agreement dated February 3, 2022 (the “Agreement”) is made on June 29, 2022, by and between Clearmind Medicine Inc. (the “Corporation”) and Medigus Ltd. (the “Investor”, and together with the Corporation, the “Parties”).
