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UNDERWRITING AGREEMENT

100 King Street West, Suite 5600

Toronto, Ontario M5X 1C9

A.G.P. / Alliance Global Partners ("AGP" or the "Underwriter"), as sole bookrunner and lead underwriter offers to purchase from Cybin Inc. (the "Company") and the Company hereby agrees to issue and sell to the Underwriter, upon and subject to the terms hereof, an aggregate of 66,666,667 units of the Company (the "Units") on an underwritten basis, at a price of $0.45 per Unit (the "Offering Price"), for aggregate gross proceeds of $30,000,000.

Each Unit will consist of one Common Share (as hereinafter defined) (each, a "Unit Share" and collectively, the "Unit Shares") and one Common Share purchase warrant (each, a "Warrant" and collectively, the "Warrants"). Each whole Warrant will entitle the holder thereof to purchase one additional Common Share (each, a "Warrant Share" and collectively, the "Warrant Shares"), subject to adjustment in certain circumstances, at a price of $0.51 per Warrant Share at any time prior to the Expiry Date (as hereinafter defined).

The Units, Unit Shares, and Warrants, as the context requires, are collectively referred to herein as the "Offered Securities" and the offering of the Offered Securities by the Company is hereinafter referred to as the "Offering".

The Company and the Underwriter agree that (i) any offers or sales of the Offered Securities in Canada will be conducted through the Underwriter, or one or more Affiliates of the Underwriter, duly registered to transact business in compliance with applicable Canadian Securities Laws; and (ii) any offers or sales of the Offered Securities in the United States will be conducted through the Underwriter, or one or more Affiliates of the Underwriter, duly registered to transact business as a broker-dealer in compliance with applicable U.S. Securities Laws (as hereinafter defined) and the requirements of FINRA (as hereinafter defined).

This Agreement (as hereinafter defined) shall be subject to the following terms and conditions:

TERMS AND CONDITIONS

Where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:

(a) "Affiliate" has the meaning given to it in the Business Corporations Act (Ontario);

(b) "AGP" or the "Underwriter" have the meanings given to them in the first paragraph of this Agreement;

(c) "AGP List" means the list attached as Exhibit A of the Engagement Letter (as hereinafter defined);

(d) "Agreement" means the agreement resulting from the acceptance by the Company of the offer made by the Underwriter by this agreement;

(e) "Applicable Laws" means, in relation to any person or persons, the Applicable Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guidance document, of any Governmental Authority that are applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

(f) "Applicable Securities Laws" means, collectively, Canadian Securities Laws and U.S. Securities Laws;

(g) "Applicable Time" has the meaning given to it in Section 2.7;

(h) "Authorizations" means any approval, consent, exemption, ruling, authorization, notice, permit, including an import permit or export permit, or acknowledgement that may be required from any Governmental Authority pursuant to Applicable Law, or which is otherwise required under Applicable Law for the parties to perform their obligations under this Agreement or in relation to a study, including any dealer's licence under the FDR-J, ethical review board approval or other authorization for a study, or other authorizations related to the Business;

(i) "Business" means the business of delivery of psilocin, psilocybin, DMT, DMT analogs, psilocybin analogues, and a range of tryptamines and phenylethylamines, other restricted drugs or controlled substances, or other drug substances for therapeutic purposes, including the development, formulation and compounding of Drug Products including the above or other drug substances, including in the context of clinical trials, research, development, commercialization, licensing, service delivery; development of drug and device combination products for the delivery of drugs; digital therapeutics; development of psychotherapy services, or other contexts within the pharmaceutical, biotechnology, and medical device fields;

(j) "Business Day" means any day, other than a Saturday or Sunday, on which banks are open for business in Toronto, Ontario;

(k) "Canadian Commissions" means the securities regulatory authorities in each of the Qualifying Jurisdictions;

(l) "Canadian Final Base Prospectus" has the meaning given to it in Section 2.3;

(m) "Canadian Offering Documents" has the meaning given to it in Section 5.1(c);

(n) "Canadian Preliminary Base Prospectus" has the meaning given to it in Section 2.1;

(o) "Canadian Prospectus" has the meaning given to it in Section 2.3;

(p) "Canadian Prospectus Amendment" means any amendment to the Prospectus filed with the Principal Regulator during the Distribution of the Offered Securities;

(q) "Canadian Prospectus Supplement" has the meaning given to it in Section 2.3;

(r) "Canadian Securities Laws" means all Applicable Securities Laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in the Qualifying Jurisdictions;

(s) "CDS" means the CDS Clearing and Depository Services Inc.;

(t) "CDSA" means the Controlled Drugs and Substances Act (Canada);

(u) "Claim" has the meaning given to it in Section 10.2;

(v) "Clinical Trials" has the meaning given to it in Section 8.1(bbbb);

(w) "Closing Date" has the meaning given to it in Section 6.2;

(x) "Closing Time" has the meaning given to it in Section 6.2;

(y) "Common Shares" means the common shares in the capital of the Company;

(z) "Company" has the meaning given to it in the first paragraph of this Agreement;

(aa) "Company's Auditors" means Zeifmans LLP;

(bb) "Continuous Disclosure Materials" means all reports and other documents published or filed by the Company with the Canadian Commissions or the SEC as at the date of this Agreement;

(cc) "controlled substance" has the meaning ascribed thereto in section 2(1) of the CDSA;

(dd) "Criminal Code" means the Criminal Code (Canada);

(ee) "Cybin Entity" means the Company and each Subsidiary;

(ff) "Distribution" means "distribution" or "distribution to the public" as those terms are defined in the Applicable Securities Laws;

(gg) "DMT" means N,N-Dimethyltryptamine;

(hh) "Drug Product" means any drug product regulated for sale or use under supervision of a health care practitioners and that includes an active pharmaceutical ingredient that is psilocin, psilocybin, DMT, ketamine, psilocybin analogues, ketamine analogues and a range of tryptamines and phenylethylamines, and other restricted drugs or controlled substances in the jurisdictions in which the Company operates;

(ii) "DTC" means The Depositary Trust Company;

(jj) "Employee Plans" has the meaning given in Section 8.1(mmmm);

(kk) "Engagement Letter" means the letter agreement between AGP and the Company dated November 1, 2023;

(ll) "Environmental Laws" has the meaning given in Section 8.1(ffff);

(mm) "Environmental Permits" has the meaning given in Section 8.1(ffff);

(nn) "Exchange Act" has the meaning given to it in Section 2.9;

(oo) "Exchanges" means, collectively, the NEO and NYSE;

(pp) "Expiry Date" means 5:00 p.m. (Toronto time) on the date that is 66 months following the Closing Date, subject to acceleration in certain circumstances set out in the certificates representing the Warrants;

(qq) "FDA" mean the Food and Drugs Act (Canada);

(rr) "FDR-C" means part C of the Food and Drugs Regulations (Canada) of the FDA;

(ss) "FDR-J" means part J of the Food and Drugs Regulations (Canada) of the CDSA;

(tt) "Financial Statements" has the meaning given to it in Section 8.1(p);

(uu) "FINRA" means Financial Industry Regulatory Authority, Inc.;

(vv) "Form F-X" has the meaning given to it in Section 2.2;

(ww) "Government Official" means (a) any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any Person described in the foregoing clauses;

(xx) "Governmental Authority" means and includes, without limitation, any national, federal, provincial, state or municipal government or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

(yy) "Hazardous Substances" has the meaning given in Section 8.1(ffff);

(zz) "IFRS" has the meaning given to it in Section 8.1(p);

(aaa) "Incorporated Documents" has the meaning given to it in Section 2.8;

(bbb) "Indemnified Party" has the meaning given to it in Section 10.1;

(ccc) "Indemnifying Party" has the meaning given to it in Section 10.1;

(ddd) "Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to (a) trademarks, trade dress, trade and business names, branding, brand names, logos, design rights, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing; (b) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (c) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (d) inventions, discoveries, trade secrets, business and technical information, know-how, databases, data collections, patent disclosures and other confidential or proprietary information; (e) plant or fungal varieties, strains or cultivars; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered, such registered rights including patent, registered plant breeders' rights, trademark, industrial design, copyright, Plant Varieties Protection Act registrations and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the Applicable Law of any jurisdiction in any part of the world;

(eee) "IT Systems" meaning given to it in Section 8.1(eeee);

(fff) "Leased Premises" means the premises which the Company and any Cybin Entity occupy as a tenant, as the case may be, which are material to the Company and any Cybin Entity, as the case may be;

(ggg) "Licences" has the meaning given to it in Section 8.1(aaa);

(hhh) "Lock-Up Conditions" has the meaning given to it in Section 12.5;

(iii) "marketing materials" has the meaning given to it in NI 41-101;

(jjj) "Material Adverse Effect" means the effect (i) resulting from any event, fact, or change that is materially adverse to the business, assets (including intangible assets), affairs, operations, earnings, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Company and any of the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business or (ii) that would result from any of the Offering Documents containing a misrepresentation within the meaning of Applicable Securities Laws;

(kkk) "material change" means a material change in or relating to the Company for the purposes of Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means a change in or relating to the business, operations or capital of the Company and its Subsidiaries taken as a whole that would reasonably be expected to have a significant effect on the market price or value of any securities of the Company and includes a decision to implement such a change made by the board of directors of the Company or by senior management who believe that confirmation of the decision by the board of directors of the Company is probable;

(lll) "material contract" means any contract, commitment, agreement (written or oral), instrument, lease or other document (including option agreements), to which the Company or any of the Subsidiaries is a party or otherwise bound and which is material to the Company and the Subsidiaries, taken as a whole;

(mmm) "material fact" means a material fact for the purposes of Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means a fact that would reasonably be expected to have a significant effect on the market price or value of any securities of the Company;

(nnn) "Material Subsidiaries" means those Subsidiaries set out in Schedule "B";

(ooo) "misrepresentation" means a misrepresentation for the purposes of the Applicable Securities Laws of an Offering Jurisdiction or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means: (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

(ppp) "MJDS" has the meaning given to it in Section 2.2;

(qqq) "Money Laundering Laws" has the meaning given in Section 8.1(rrrr);

(rrr) "NEO" means the Neo Exchange Inc. operating as the Cboe Canada;

(sss) "NI 41-101" means National Instrument 41-101 - General Prospectus Requirements;

(ttt) "NI 41-101 Road Show" means the definition of "road show" given to it in NI 41-101;

(uuu) "NI 44-101" means National Instrument 44-101 - Short Form Prospectus Distributions;

(vvv) "NI 44-102" means National Instrument 44-102 - Shelf Distributions;

(www) "NI 52-109" means National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings;

(xxx) "NP 11-202" means National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions;

(yyy) "NYSE" means NYSE American, LLC;

(zzz) "OBCA" means the Business Corporations Act (Ontario);

(aaaa) "OFAC" means U.S. Department of Treasury's Office of Foreign Assets Control;

(bbbb) "Offered Securities" has the meaning given to it in the third paragraph of this Agreement;

(cccc) "Offering" has the meaning given to it in the third paragraph of this Agreement;

(dddd) "Offering Documents" means the Canadian Offering Documents and the U.S. Offering Documents;

(eeee) "Offering Jurisdictions" means the United States and the Qualifying Jurisdictions;

(ffff) "Offering Price" has the meaning given to it in the first paragraph of this Agreement;

(gggg) "Ordinary Course" means, with respect to an action taken by a Person, that such action is consistent in all material respects with past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person, in each case, as is determined as of the relevant date;

(hhhh) "Passport System" has the meaning given to it in Section 2.1;

(iiii) "Person" has the meaning given to it in Section 8.1(z);

(jjjj) "Personal Data" meaning given to it in Section 8.1(eeee);

(kkkk) "Plant Varieties Protection Act" means the United States Plant Variety Protection Act of 1970, as amended, and the rules and regulations promulgated thereunder;

(llll) "Principal Regulator" has the meaning given to it in Section 2.1;