Exhibit 4.4
ADVISORY WARRANT CERTIFICATE
ADVISORY WARRANTS
TO PURCHASE UNITS
OF MIND MEDICINE (MINDMED) INC.
Certificate Number: | AW-2021XX |
Number of Compensation Warrants: | XX |
Date: | January 7, 2021 |
THIS IS TO CERTIFY THAT for valuable consideration received by the undersigned, XXXXXXX (the “Holder”) is the registered holder of the number of advisory warrants (each a “Compensation Warrant”) set out above. Each Compensation Warrant entitles the Holder to subscribe for and purchase, subject to the terms hereof, one unit (a “Unit”) at a purchase price of $4.40 per Unit (the “Exercise Price”) at any time and from time to time until 4:30 p.m. (Toronto time) on January 7, 2024 (the “Expiry Time”), with each Unit consisting of one subordinate voting share (a “Subordinate Voting Share”) in the capital of Mind Medicine (MindMed) Inc. (the “Corporation”) and one-half of one Subordinate Voting Share purchase warrant (each whole Subordinate Voting Share purchase warrant, a “Broker Warrant”) of the Corporation, all subject to adjustment as hereinafter provided in this warrant certificate, including for greater certainty the Appendices hereto (the “Compensation Warrant Certificate”). The Compensation Warrants will become void and the unexercised portion of the subscription rights represented by this Compensation Warrant Certificate will expire and terminate at the Expiry Time.
The Broker Warrants will be issued pursuant to the warrant indenture dated as of January 7, 2021, between the Corporation and Odyssey Trust Company (the “Warrant Indenture”) and the terms and conditions of the Broker Warrants are the same terms and conditions as shown in the Form of Warrant Certificate attached as Schedule A to the Warrant Indenture.
All amounts of money referred to in this Compensation Warrant Certificate are expressed in lawful money of Canada.
These Compensation Warrants do not entitle the Holder to any rights or interest whatsoever as a shareholder of the Corporation or any other rights or interests except as expressly provided in this Compensation Warrant Certificate.
The holding of a Broker Warrant after the exercise of a Compensation Warrant does not constitute the Holder a shareholder of the Corporation, nor entitle the Holder to any right or interest in respect thereof except as expressly provided in the certificate for the Broker Warrant.
These Compensation Warrants are non-assignable and non-transferable by the Holder except with the prior consent of the Corporation and subject to compliance with all applicable laws.
If this Compensation Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.
By acceptance hereof, the Holder hereby represents and warrants to the Corporation that the Holder is acquiring these Compensation Warrants as principal for its own account and not for the benefit of any other person.
This Compensation Warrant Certificate shall enure to the benefit of, and shall be binding upon, the Holder and the Corporation and their respective successors.
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IN WITNESS WHEREOF the Corporation has caused this Compensation Warrant Ce1tificate to be issued under the signature of a properly authorized officer of the Corporation.
DATED as of the date written above.
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APPENDIX A
Additional Terms and Conditions of this Compensation Warrant Certificate
On the date upon which the Corporation receives this Compensation Warrant Certificate, the subscription form, and payment as aforesaid (the “Exercise Date”), the Subordinate Voting Shares and Broker Warrants comprising each Unit subscribed for shall be deemed to be issued as fully paid and non-assessable and the Holder shall be deemed for all purposes to be the holder of record of the number of Subordinate Voting Shares and Broker Warrants to be so issued, unless the transfer books of the Corporation shall be closed on such Exercise Date, in which event the Subordinate Voting Shares and Broker Warrants so subscribed for shall be deemed to be issued, and the Holder shall be deemed to have become the holder of record of such Subordinate Voting Shares and Broker Warrants, on the date on which such transfer books are reopened.
The Corporation hereby represents and warrants that all Subordinate Voting Shares and Broker Warrants comprising the Units which are issued upon the exercise of the right of purchase provided in this Compensation Warrant Certificate, upon full payment of the aggregate Exercise Price in respect of such Units, shall be and be deemed to be fully paid and non-assessable Subordinate Voting Shares and Broker Warrants, free from all taxes, liens and charges with respect to the issue thereof.
The Corporation hereby represents and warrants that this Compensation Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Compensation Warrant Certificate.
So long as any Compensation Warrant remains outstanding, the Corporation covenants that it shall do or cause to be done all things necessary to maintain its corporate existence, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and further provided that the Corporation shall not be required to comply with the foregoing requirement in respect of a transaction carried out in accordance with Section 8 hereof.
(any such event being hereinafter referred to as a “Share Reorganization”), the Exercise Price shall be adjusted on the record date on which holders of Subordinate Voting Shares are determined for the purposes of the Share Reorganization (in the case of (i) and (ii) above) and the effective date of the Share Reorganization (in the
case of (iii) and (iv) above) to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:
To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection 7(2)(b) as a result of the fixing by the Corporation of a record date for the distribution of Convertible Securities, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Subordinate Voting Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
If the Holder has not exercised its right to subscribe for and purchase Units on or prior to the record date of such stock dividend or distribution or the effective date of such subdivision or consolidation, as the case may be, upon the exercise of such right thereafter shall be entitled to receive and shall accept in lieu of the number of Subordinate Voting Shares then subscribed for and purchased by the Holder, at the Exercise Price determined in accordance with this subsection 7(2)(b), the aggregate number of Subordinate Voting Shares that the Holder would have been entitled to receive as a result of such Share Reorganization, if, on such record date or effective date, as the case may be, the Holder had been the holder of record of the number of Subordinate Voting Shares so subscribed for and purchased.
If by the terms of the rights, options, or warrants referred to in this subsection 7(2)(c), there is more than one purchase, conversion or exchange price per Subordinate Voting Share, the aggregate price of the total number of additional Subordinate Voting Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the Convertible Securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Subordinate Voting Share, as the case may be. Any Subordinate Voting Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. Such adjustment shall be made successively whenever such a record date is fixed.
To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection 7(2)(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this subsection 7(2)(c), the Exercise Price and the number of Subordinate Voting Shares shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Subordinate Voting Shares actually issued and remaining issuable after
such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
and if such issue or distribution does not constitute a Share Reorganization, a Rights Offering or a Capital Reorganization (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price and the number of Subordinate Voting Shares shall be adjusted effective immediately after the record date for the Special Distribution so that it shall equal the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:
Any Subordinate Voting Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection 7(2)(f) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Subordinate Voting Shares or securities exchangeable or exercisable for or convertible into Subordinate Voting Shares referred to in this subsection 7(2)(f), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Subordinate Voting Shares issued and remaining issuable immediately after such expiry, and shall be further readjusted in such manner upon the expiry of any further such right.
provided, however, that the Corporation shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Subordinate Voting Shares purchasable upon the exercise of the Compensation Warrants and to such distribution declared with respect to any such additional Subordinate Voting Shares issuable on this exercise of the Compensation Warrants.
Notices to the Corporation shall be addressed to:
Mind Medicine (MindMed) Inc. | |
One World Trade Center, Suite 8500 | |
New York, NY 10007 | |
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Attention: | XXXXXX |
Email: | XXXXX |
with a copy (which shall not constitute notice hereunder) to:
Wildeboer Dellelce LLP | |
Suite 800 Wildeboer Dellelce Place | |
365 Bay Street | |
Toronto, Ontario M5H 2V1 | |
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Attention: | XXX |
Email: | XXXXX |
Notices to the Holder shall be addressed to:
XXXXXXX | |
XXX | |
XXXXXX | |
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Attention: | XXX |
Email: | XXXXX |
The Corporation or the Holder may change its address for service by notice in writing to the other of them specifying its new address for service under this Compensation Warrant Certificate.