AT THE MARKET OFFERING AGREEMENT January 5, 2024Market Offering Agreement • January 5th, 2024 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • New York
ProMIS Neurosciences Inc., a corporation continued under the Business Corporations Act (Ontario) (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (the “Manager”) as follows:
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JANUARY 22, 2016 AMENDED AND EXTENDED AS OF MAY 15, 2019 BETWEEN PROMIS NEUROSCIENCES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENT SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Ontario
Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 3 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 3 SECTION 1.04 Rules of Construction 4 ARTICLE II THE SECURITIES 4...Indenture • September 27th, 2023 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of __________, 20___, between ProMIS Neurosciences Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), as issuer, and [_______________], a [__________] banking corporation, as Trustee (the “Trustee”).
Registration Rights AgreementRegistration Rights Agreement • August 22nd, 2023 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of August 21, 2023 (the “Effective Date”) between ProMis Neurosciences Inc., a corporation incorporated under the Canada Business Corporations Act (Ontario) (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ContractProMIS Neurosciences Inc. • January 28th, 2022 • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]
ContractProMIS Neurosciences Inc. • January 28th, 2022 • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
PROMIS NEUROSCIENCES INC. UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 22nd, 2023 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • New York
This Unit Purchase Agreement (this “Agreement”) is made as of the date last provided on the signature pages hereof by and among ProMIS Neurosciences Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), and those parties listed on the Schedule of Purchasers attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
ContractLicense Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • British Columbia
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
ContractProMIS Neurosciences Inc. • January 28th, 2022 • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]
JOINT VENTURE AGREEMENT PROMIS - BCNI STAGE ONE: SERVICESJoint Venture Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • British Columbia
This Joint Venture Agreement ( “AGREEMENT”) is entered into effective July 8, 2020 (the “Effective Date”), by and between ProMIS Neurosciences, Inc., a Canadian corporation with an address at 1920 Yonge Street, Toronto, ON, M4S 3E2 Canada (“PROMIS”), and BC Neuroimmunology Lab Inc (BCNI) an accredited, CAP certified diagnostic lab in British Columbia, with an address at UBC Hospital, S157-2211 Wesbrook Mall, Vancouver BC V6T 2B5 (“BCNI”).
ContractConsulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • British Columbia
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
ContractConsulting Agreement • June 22nd, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • British Columbia
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]
Amendment #3 Consulting Agreement dated October 17, 2016 between ProMIS Neurosciences, Inc. and Danforth Advisors, LLCConsulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
This Amendment No. 3 to Consulting Agreement (“Amendment”) is made as of August 28, 2018 (“Effective Date”), by and between ProMIS Neurosciences, Inc. (“Company”) and Danforth Advisors, LLC (“Consultant” or “Danforth”). Capitalized terms used but not defined herein shall have the respective meaning set forth in the Consulting Agreement by and between Danforth Advisors and the Company dated as of October 17, 2016 (“Agreement”).
PROMIS NEUROSCIENCES 1920 YONGE ST. TORONTO, ONTARIO, M4S 3E2, CANADAStrategic Services Agreement • September 13th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Massachusetts
This agreement (the “Strategic Services Agreement” or the “Agreement”) is between you and ProMIS Neurosciences Inc., a corporation existing under the federal laws of Canada with a registered address at 1920 Yonge St., Suite 200, Toronto, Ontario, M4S 3E2 (the “Company”).
LICENSE AGREEMENTLicense Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Massachusetts
THIS LICENSE AGREEMENT (this “Agreement”) dated as of August 3rd, 2006 (the “Effective Date”) is entered into between AMORFIX LIFE SCIENCES LTD., a corporation amalgamated under the laws of Canada (“Amorfix”), having a place of business at 3080 Yonge St., Suite 6020, Toronto, Ontario M4N 3N1, Canada, and BIOGEN DEC MA INC., a Massachusetts corporation (“Biogen Idec”) and an Affiliate of Biogen Idec Inc., having a place of business at 14 Cambridge Center, Cambridge, Massachusetts 02142, U.S.A.
Certain identified information has been excluded from the exhibit pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated...License Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
This second Amendment to the UNIVERSITY HEALTH NETWORK LICENSE AGREEMENT is made as of the 11th day of July, 2007 (the “Effective Date”) between the following Parties:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Massachusetts
This Exclusive License Agreement (this "Agreement") is made effective as of July 14, 2010 (the "Effective Date") by and between Amorfix Life Sciences Ltd., a Canadian corporation with a principal place of business at 3403 American Drive, Mississauga, Ontario, L4V 1T4, Canada ("Amorfix"). and Biogen Idec MA Inc., a Massachusetts corporation with a place of business at 14 Cambridge Centre, Cambridge, MA 02142 ("Biogen Idec"). Amorfix and Biogen Idec are each hereafter referred to individually as a "Party" and together as the "Parties."
This Amending Agreement is made the 1st day of April, 2005 between NEIL R. CASHMAN ("Cashman"), MARTY LEHTO ("Lehto") (together the "Assignors"), THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO ("University") and AMORFIX LIFE SCIENCES LTD (the...Amending Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
The Parties entered into an assignment agreement dated the 18th day of February, 2005 under which the Assignors with the permission of the University assigned and transferred all rights, title and interest in their epitope protection technology to the Assignee (the "Assignment Agreement"); and
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 8th, 2023 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 4, 2023, is made and entered into by and among ProMIS Neurosciences Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), and each of the shareholders listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”).
CONSULTING AGREEMENTConsulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Ontario
THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
JOINT VENTURE AGREEMENT PROMIS - BCNI STAGE ONE: SERVICESJoint Venture Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Ontario
This Joint Venture Agreement ( “AGREEMENT”) is entered into effective July 7, 2020 (the “Effective Date”), by and between ProMIS Neurosciences, Inc., a Canadian corporation with an address at 1920 Yonge Street, Toronto, ON, M4S 3E2 Canada (“PROMIS”), and BC Neuroimmunology Lab Inc (BCNI) an accredited, CAP certified diagnostic lab in British Columbia, with an address at UBC Hospital, S157-2211 Wesbrook Mall, Vancouver BC V6T 2B5 (“BCNI”).
Amendment #1Consulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
This Amendment No. 1 to Consulting Agreement (“Amendment”) is made as of March 27, 2017 (“Effective Date”), by and between ProMIS Neurosciences, Inc. (“Company”) and Danforth Advisors, LLC (“Consultant” or “Danforth”). Capitalized terms used but not defined herein shall have the respective meaning set forth in the Consulting Agreement by and between Danforth Advisors and the Company dated as of October 17, 2016 (“Agreement”).
ContractService Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Saskatchewan
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
ContractConsulting and Advisory Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]
ContractConsulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • British Columbia
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
AMENDMENT NO. 2 TO CONSULTING AGREEMENTConsulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
This Amendment No. 2 to Consulting Agreement (“Amendment No. 2”) is made as of last date of signature below (“Amendment No. 2 Effective Date”), by and between ProMIS Neurosciences, Inc. with a principal place of business being 1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2 (“Company”) and Danforth Advisors, LLC, with a principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). Capitalized terms use but not defined herein shall have the respective meaning set forth in the Consulting Agreement by and between Danforth Advisors and the Company dated as of October 17, 2016 (“Agreement”). Collectively, Danforth and Company may be referred to as “Parties” and either individually as “Party”.
ContractLicense Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
ContractConsulting Agreement • June 22nd, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Ontario
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]
ContractTechnology License Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Ontario
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
ContractUniversity Health Network License Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Ontario
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]
ContractUniversity Health Network License Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Ontario
This Amendment to the UNIVERSITY HEALTH NETWORK LICENSE AGREEMENT is made as of the 13 day of July 2006 (the “Effective Date”) between the following Parties:
CONSULTING AGREEMENTConsulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of October 17, 2016 (the of “Effective Date”), by and between ProMIS Neurosciences, Inc. a Canadian corporation, with its principal place of business being 1920 Yonge Street, Suite 200, Toronto, Ontario M4S 3E2 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being [***] (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
Amendment #4 Consulting Agreement dated October 17, 2016 between ProMIS Neurosciences, Inc. and Danforth Advisors, LLCConsulting Agreement • January 28th, 2022 • ProMIS Neurosciences Inc. • Pharmaceutical preparations
This Amendment No. 4 to Consulting Agreement (“Amendment”) is made as of October 1, 2021 (“Effective Date”), by and between ProMIS Neurosciences, Inc. (“Company”) and Danforth Advisors, LLC (“Consultant” or “Danforth”). Capitalized terms used but not defined herein shall have the respective meaning set forth in the Consulting Agreement by and between Danforth Advisors and the Company dated as of October 17, 2016 (“Agreement”).
