0001104659-24-132846 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2024, by and among Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT Psyence Biomedical Ltd.
Security Agreement • December 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations

THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 24, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), up to ______ of the Company’s 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 is being issued pursuant to that certain engagement letter, dated as of July 25, 2024, as amended on December 9, 2024 and December 22, 2024, by and between the Company an

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 31st, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2024, between Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).