COMMON STOCK PURCHASE WARRANT Acasti Pharma Inc.Acasti Pharma Inc. • September 26th, 2023 • Pharmaceutical preparations • New York
THIS COMMON STOCK 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 (i) the 60th day after the date of the acceptance by the U.S. Food and Drug Administration of the New Drug Application for the Company's (defined below) product candidate GTX-104 or (ii) 5:00 p.m. (New York City time) on September 25, 2028, whichever comes first (the “Termination Date”) but not thereafter, to subscribe for and purchase from Acasti Pharma Inc., a corporation incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)) and domiciled in Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Co
UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2017 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
The undersigned, Acasti Pharma, Inc., a corporation governed by the laws of Quebec (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Amended and Restated At Market Issuance Sales AgreementAcasti Pharma Inc. • June 30th, 2020 • Pharmaceutical preparations • New York
Acasti Pharma Inc., a company incorporated under the laws of the Province of Québec (the “Company”) and B. Riley FBR, Inc. (“B. Riley FBR”) are parties to that certain At Market Issuance Sales Agreement dated February 14, 2019 (the “Original Agreement”). Together with Oppenheimer & Co. Inc. (“Oppenheimer”) and H.C. Wainwright & Co., LLC (“Wainwright”; each of B. Riley FBR, Oppenheimer and Wainwright individually an “Agent” and together, the “Agents”), the Company and the Agents desire to amend and restate the Original Agreement as set forth in this agreement (this “Agreement”), and hereby agree as follows:
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 18th, 2017 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of , 2017 (“Agreement”), between Acasti Pharma Inc., a Canadian corporation organized under the laws of Québec (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary Computershare Trust Company N.A. a federally chartered trust company, (collectively, the “Warrant Agent”).
ACASTI PHARMA INC. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of December 3, 2013Warrant Indenture • December 3rd, 2013 • Acasti Pharma Inc. • Pharmaceutical preparations
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”),
UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2017 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
The undersigned, Acasti Pharma, Inc., a corporation governed by the laws of Quebec (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2023 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2023, between Acasti Pharma Inc., a corporation incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)) and domiciled in Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ACASTI PHARMA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2018 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
Acasti Pharma Inc., a company incorporated under the laws of the Province of Québec (the "Company"), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you are acting as Representative (the "Representative"), an aggregate of 16,600,000 shares (the "Firm Shares") of the Company's common shares, no par value (the "Common Shares"). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 2,490,000 shares (the "Option Shares") of Common Shares from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the "Shares."
ACASTI PHARMA INC. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of February 21, 2017Acasti Pharma Inc. • June 27th, 2017 • Pharmaceutical preparations
RE: Transfer of Warrants under the Warrant Indenture (the “Warrant Indenture”), dated as of February 21, 2017, between Acasti Pharma Inc. (the “Corporation”) and Computershare Trust Company of Canada, as Warrant Agent
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 29th, 2017 • Acasti Pharma Inc. • Pharmaceutical preparations • Quebec
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this 25th day of November, 2016 (the “Signature Date”) between ACASTI PHARMA INC. (the “Company”) and Linda P. O’ Keefe (the “Executive”) (collectively referred to as the “Parties”)
ACASTI PHARMA INC. STOCK OPTION PLAN AS AMENDED SEPTEMBER 28, 2022 OPTION AGREEMENT (the “Option Agreement”)Option Agreement • August 11th, 2023 • Acasti Pharma Inc. • Pharmaceutical preparations
Acasti Pharma Inc. (the “Company”) hereby grants the following Options to you subject to the terms and conditions of this Option Agreement, together with the provisions of the Company’s Stock Option Plan as amended September 28, 2022 (the “Plan”), all the terms of which Plan are hereby incorporated into this Option Agreement:
Neptune and Aker BioMarine Reach Patent Infringement Settlement and License AgreementAcasti Pharma Inc. • December 17th, 2013 • Pharmaceutical preparations
LAVAL, Quebec, Dec. 17, 2013 (GLOBE NEWSWIRE) -- Neptune Technologies & Bioressources Inc. ("Neptune") (Nasdaq:NEPT) (TSX:NTB), Acasti Pharma Inc. ("Acasti") (Nasdaq:ACST) (TSX-V:APO) a Neptune subsidiary, and Aker BioMarine AS, Aker BioMarine Antarctic AS and Aker BioMarine Antarctic USA (collectively "AKBM") jointly announce a settlement and license agreement that will result in the dismissal of all AKBM respondents from the on-going ITC investigation brought by Neptune and Acasti, as well as the dismissal of all current lawsuits brought by Neptune against AKBM and companies in its value chain.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2013 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 22nd, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Quebec
WHEREAS the Company wishes to retain the Contractor as an independent contractor to provide certain services to the Company, on the terms and conditions set forth in this Agreement.
GRACE THERAPEUTICS INC. FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 1st, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Delaware
THIS FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made as of May 31, 2018 by and among Grace Therapeutics Inc., a Delaware corporation (the “Company”), and the undersigned Stockholders. Capitalized terms used but not defined herein have the meaning assigned to such terms in that certain Stockholders’ Agreement, by and between the Company and the signatories thereto, dated as of April 12, 2018 (the “Original Stockholders’ Agreement”).
VOTING AND LOCK-UP AGREEMENTVoting and Lock-Up Agreement • May 7th, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Delaware
This VOTING AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of May 7, 2021 by and between Acasti Pharma Inc., a corporation incorporated under the Business Corporations Act (Québec) (“Acasti”), the undersigned stockholder (the “Stockholder”) of Grace Therapeutics, Inc., a corporation incorporated under the laws of the State of Delaware (“Grace”) [and the undersigned manager or officer of the Stockholder (the “Principal”).]
GRACE THERAPEUTICS INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 1st, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of April, 2018 (the “Effective Date”) by and among Grace Therapeutics Inc., a Delaware corporation (the “Company”), those certain stockholders of the Company listed on Schedule A and any subsequent stockholders who become party hereto as “Pharma Holders” pursuant to Section 7.2 and listed on Schedule A (the “Pharma Holders”), those certain stockholders of the Company listed on Schedule B and any subsequent stockholders who become party hereto as “Stockholders” pursuant to Section 7.1 or Section 7.2 and listed on Schedule B (together collectively with the Pharma Holders, the “Stockholders”). Capitalized terms not otherwise defined herein shall have the meanings set forth on Exhibit A attached hereto.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Acasti Pharma Inc.Acasti Pharma Inc. • September 26th, 2023 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Acasti Pharma Inc., a corporation incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)) and domiciled in Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GRACE THERAPEUTICS INC. AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTSConvertible Note Purchase Agreements • July 1st, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTS (this “Amendment”) is made as of [ , 2018] by and among Grace Therapeutics Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreements (as defined below).
Form of Underwriter’s Warrant AgreementCommon Share Purchase Warrant • August 7th, 2019 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. THIS PURCHASE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, EXERCISED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.
GRACE THERAPEUTICS INC. SECOND AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTS AND AMENDMENT TO CONVERTIBLE PROMISSORY NOTESAcasti Pharma Inc. • July 1st, 2021 • Pharmaceutical preparations • Delaware
THIS SECOND AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTS AND AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (this “Amendment”) is made as of [ , 2020], by and among Grace Therapeutics Inc., a Delaware corporation (the “Company”), and the undersigned purchasers (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreements (as defined below).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • September 29th, 2017 • Acasti Pharma Inc. • Pharmaceutical preparations • Quebec
This TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) was entered into this 7th day of August, 2008 (the “Effective Date”) by and between Neptune Technologies & Bioressources Inc. (“Licensor”) and Acasti Pharma Inc. (the “Company”) (Licensor and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”). Agreement was modified on February 20, 2009 and March 7, 2013.
SETTLEMENT AGREEMENTSettlement Agreement • October 23rd, 2023 • Acasti Pharma Inc. • Pharmaceutical preparations • New York
Acasti Pharma Inc., a corporation organized and existing under the laws of Québec, Canada, with its principal place of business located at 2572 boul. Daniel-Johnson, 2nd Floor, Laval, Québec, Canada H7T 2R3 (“Acasti”), and
AGREEMENT AND PLAN OF MERGER BY AND AMONG ACASTI PHARMA INC., GRACE THERAPEUTICS, INC. AND ACASTI PHARMA U.S., INC. May 7, 2021Agreement and Plan of Merger • May 7th, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of May 7, 2021, by and among Acasti Pharma Inc., a corporation incorporated under the Business Corporations Act (Québec) (“Acasti”), Grace Therapeutics, Inc., a corporation incorporated under the laws of the State of Delaware (“Grace”), and Acasti Pharma U.S., Inc., a corporation incorporated under the laws of the State of Delaware and a direct wholly-owned Subsidiary of Acasti (“MergerCo”).
GRACE THERAPEUTICS INC. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • July 1st, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Delaware
This Convertible Note Purchase Agreement (the “Agreement”) is made as of the day of [ , 2018] by and between Grace Therapeutics Inc., a Delaware corporation (the “Company”) having an office at 2 Tower Center Blvd., Suite 1101, East Brunswick, NJ 08816, and the purchaser identified on the signature page annexed hereto (the “Purchaser”) whose address is set forth on such signature page.
GRACE THERAPEUTICS LLC CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • July 1st, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • New Jersey
This Convertible Note Purchase Agreement (the “Agreement”) is made as of the ___ day of [_________, 2017] by and between Grace Therapeutics LLC, a New Jersey limited liability company (the “Company”) and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
THIS PREPAYMENT AGREEMENT is made on December 4, 2012Prepayment Agreement • September 29th, 2017 • Acasti Pharma Inc. • Pharmaceutical preparations • Quebec
THIS PREPAYMENT AGREEMENT is made on December 4, 2012 BETWEEN: NEPTUNE TECHNOLOGIES & BIORESSOURCES INC., a corporation governed by the laws of Quebec, (“Neptune”)Technology License Agreement • October 29th, 2013 • Acasti Pharma Inc. • Pharmaceutical preparations • Quebec
GRACE THERAPEUTICS INC. AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT AND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTESConvertible Note Purchase Agreement • July 1st, 2021 • Acasti Pharma Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT AND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTES (this “Amendment”) is made as of [ , 2020], by and among Grace Therapeutics Inc., a Delaware corporation (the “Company”), and each of the undersigned purchasers (each a “Purchaser” and together the “Purchasers”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 21st, 2022 • Acasti Pharma Inc. • Pharmaceutical preparations • Ontario
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 1st day of [September] 2021 between ACASTI PHARMA INC. (the “Company”) and BRIAN FORD (the “Employee”) (collectively referred to as the “Parties”)
