**Exhibit 4.14**

 

Execution Version

** **

**AMENDMENT TO ENGAGEMENT LETTER**

 

This Amendment (this “***Amendment***”)is made and entered into as of January 25, 2024 (the “***Amendment Effective Date***”) by and between Maxim GroupLLC (“***Maxim***”*)* and Psyence Group Inc (the “***Company***”).

 

RECITALS

 

**WHEREAS**, Maxim andthe Company are party to that certain Engagement Letter dated as of April 28, 2023 (the “***Engagement Letter***”);

 

**WHEREAS**, the Companyhas entered into that certain Amended and Restated Business Combination Agreement, dated as of July 31, 2023 (as may be amended from timeto time, the “***Business Combination Agreement***,” and the transactions contemplated thereby, the “***Transaction***”)with Psyence Biomed II Corp. (including any affiliates thereof, “***Psyence***”) and certain other parties. For theavoidance of doubt, for purposes hereof, all references to “the Company” herein shall also refer to any successor entity toThe Company following the Transaction. For the avoidance of doubt, following the Transaction with Psyence, for purposes hereof, all referencesto the “Company” herein shall also refer to “Psyence Biomedical Ltd.”, the public entity subsidiary of the Company(the “***Successor***”);

 

**WHEREAS**, in connectionwith the Business Combination Agreement and the closing of the Transaction (the “***Closing***”), Maxim and the Companydesire to amend the Engagement Letter to modify the Transaction Fee (as defined below) payable by the Company to Maxim pursuant to theEngagement Letter as amended hereby; and

 

**WHEREAS**, Section 12of the Engagement Letter provides that the Engagement Letter may not be amended or modified except in writing signed by each party thereto.

 

**NOW, THEREFORE**, forgood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and by their signatures to this Amendment,Maxim and the Company hereby amend the Engagement Letter in the following manner:

 

1.           Definitions. Unless otherwise indicated herein, words and terms which are defined in the Engagement Letter shall have thesame meaning when used in this Amendment without any definition included herein.

 

2.            Amendments to the Engagement Letter.

 

(a)              Section 3 of the Engagement Letter (*Compensation*) is hereby amended in its entirety to read as follows:

 

“1. Fee andExpenses. The Company shall pay Maxim a transaction fee (the “***Transaction Fee***”) in consideration for theservices provided hereunder in an amount equal to 150,000 shares of common stock (the “***Shares***”) of the publiclylisted post-business combination company (the “***Post-Closing Company***”) which shares shall be issued to Maxim(or its affiliated designee) in book entry form at the close of the Transaction and shall be duly authorized, validly issued, fully paidand non-assessable when issued. The Company agrees that it will use reasonable best efforts to file with the Securities and Exchange Commission(at the Company’s sole cost and expense) a registration statement registering the resale of the Shares (the “***RegistrationStatement***”) as promptly as practicable following the issuance thereof to Maxim (or its designee), and in any case withinthirty (30) days of such issuance, and shall use its reasonable best efforts to have the Registration Statement declared effective assoon as practicable after the filing thereof. The Company agrees to cause the Registration Statement, or another shelf registration statementthat includes the Shares, to remain effective until the earliest of (i) the second anniversary of the date on which the Registration Statementis declared effective, (ii) the date on which Maxim ceases to hold any Shares covered by such Registration Statement, or (iii) the firstdate on which Maxim is able to sell all of its Shares issued hereunder under Rule 144 without limitation as to the manner of sale or theamount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public informationrequired under Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

 

 

 

 

 

The fees describedin this Section 3 are compensation for the Engagement, which consists of work directly related to the Transaction. Any work outside ofthe scope of the Engagement shall be subject to additional compensation as separately agreed by the parties hereto.”

 

(b)              Section 19 is hereby added to the Engagement Letter and it shall read as follows:

 

“Section 19. Lock-Up.

 

(a)           Maximhereby agrees not to, during the period (the “***Lock-Up Period***”) commencing from the Closing and ending on theearliest of (x) one hundred eighty (180) days after the Closing; provided, however, that in the event that Purchaser (as defined in thatcertain Securities Purchase Agreement by and among Successor, and the other parties thereto, dated as of January 15, 2024 (as may be amendedfrom time to time in accordance with the terms thereof, the “***Securities Purchase Agreement***”) delays investmentof the Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note (as defined in theSecurities Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase Agreement, suchperiod shall be extended by 60 days or such earlier date as the deficiency is resolved, and (y) subsequent to the Closing, the date onwhich the Successor consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party thatresults in all of Successor’s shareholders having the right to exchange the common shares of the Successor for cash, securitiesor other property, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contractto purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or disposeof, directly or indirectly, any Shares issued or issuable to Maxim pursuant to this letter agreement as it may be amended from time totime (“***Restricted Securities***”), (ii) enter into any swap or other arrangement that transfers to another, inwhole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intentionto do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery ofRestricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “***ProhibitedTransfer***”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities (I) by gift,will or intestate succession upon death, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order or settlementagreement related to the distribution of assets in connection with the dissolution of marriage or civil union, or (IV) to Successor inaccordance with the requirements of the Business Combination Agreement; provided, however, that in any of cases (I), (II) or (III) itshall be a condition to such transfer that the transferee executes and delivers to Successor an agreement stating that the transfereeis receiving and holding the Restricted Securities subject to the provisions of this Section 19 applicable to Maxim, and there shall beno further transfer of such Restricted Securities except in accordance with such section. As used in this letter agreement as amendedfrom time to time, the term “***Permitted Transferee***” shall mean: (A) if the holder is an individual, members ofthe holder’s immediate family (for purposes hereof, “immediate family” shall mean with respect to any natural person,any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner,and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouse or domesticpartner and siblings), (B) any trust for the direct or indirect benefit of the holder or the immediate family of the holder, (C) if theholder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if the holder is anentity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the holder upon theliquidation and dissolution of the holder, and (E) to any affiliate of the holder. Maxim further agrees to execute such agreements asmay be reasonably requested by Successor that are consistent with the foregoing or that are necessary to give further effect thereto.

 

 

 

 

 

(b)           Ifany Prohibited Transfer is made or attempted contrary to the provisions of this Section 19, such purported Prohibited Transfer shall benull and void ab initio, and Successor shall refuse to recognize any such purported transferee of the Restricted Securities as one ofits equity holders for any purpose. In order to enforce this Section 19, Successor may impose stop-transfer instructions with respectto the Restricted Securities of Maxim (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

 

(c)           Duringthe Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantiallythe following form, in addition to any other applicable legends:

 

“THE SECURITIES REPRESENTED BY THISCERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN ENGAGEMENT LETTER, DATED APRIL 28, 2023, AS AMENDED ON JANUARY 25,2024, BY AND AMONG MAXIM GROUP LLC AND PSYENCE GROUP INC. (ALONG WITH ANY SUCCESSORS THERETO, THE “ISSUER”). A COPY OF THEENGAGEMENT LETTER, AS AMENDED, WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

 

 

 

 

 

(d)           In the event of any conflict or inconsistency between this Section 19 and any agreement between Maxim and the Company entered intoprior to the Closing, this Section 19 shall control.

 

(e)           The parties hereto agree that irreparable damage would occur if any of the provisions contained in paragraphs (a) through (c) ofthis Section 19 (the “Lockup Provisions”) and the registration rights obligations set forth in Section 19 were not performedin accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breachesof the Lockup Provisions and such registration rights obligations or to enforce specifically the performance of the terms and provisionsthereof, without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity.Each of the parties hereto hereby further waives (i) any defense in any action for specific performance that a remedy at law would beadequate, and (ii) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.

 

(f)           Notwithstanding anything contained herein to the contrary, if any other lock-up agreement in existence on the date of the Closingis amended or modified, or any provision therein is waived, in such a manner that results in such lock-up agreement having less restrictiveterms and conditions than those set forth in this Section 19, then, effective as of the amendment, modification or waiver of such otherlock-up agreement, this Section 19 shall automatically be deemed to be amended or modified to reflect the terms and conditions containedin the amendment, modification or waiver of such other lock-up agreement.”

 

3.           Continued Validity of Engagement Letter. Except as specifically amended hereby, the Engagement Letter shall remain in fullforce and effect and all of the rights and obligations under the Engagement Letter are affirmed. In the event of a conflict between thisAmendment and the Engagement Letter, this Amendment shall control.

 

4.           Counterparts. This Amendment may be executed in two or more counterparts (including facsimile or “pdf” counterparts),each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 

 

 

 

 

**IN WITNESS WHEREOF**,the parties hereto have executed this Amendment as of the date first above written.