CYNAPSUS THERAPEUTICS INC. (A corporation incorporated under the Canada Business Corporations Act) [ — ] Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • New York
The undersigned, a holder of Common Shares[ and an officer and/or director ]of Cynapsus Therapeutics Inc., a corporation organized under the laws of Canada (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of its common shares (the “Common Shares,” and the Common Shares to be offered pursuant to the Underwriting Agreement, the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a holder of Common Shares[ and an officer and/or director of the Company], and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 da
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WHEREAS Cynapsus is developing a sublingual thin filmstrip for the acute rescue of OFF motor symptoms of Parkinson’s disease;
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 1st, 2016 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
incorporation agreementIncorporation Agreement • October 21st, 2016 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations
The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 14th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration of the mutual promises contained in this Supplemental Indenture and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:
Director and Officer Indemnification AgreementDirector and Officer Indemnification Agreement • September 4th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 2nd day of September, 2015, between Cynapsus Therapeutics Inc. (the “Corporation”), a corporation amalgamated under the Canada Business Corporations Act and ___________ (the “Indemnified Party”).
NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENTNon-Disclosure, Non-Solicitation and Non-Competition Agreement • November 12th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
AND WHEREAS the Corporation has agreed to retain the services of the Consultant pursuant to the terms of a consultant agreement between the Consultant and the Corporation dated as of the date hereof (the “Consulting Agreement”) and the Consultant has agreed to provide such services;
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • August 15th, 2016 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMERCIAL SUPPLY AGREEMENT (the “Agreement”) is made as of August 9, 2016 by and between CYNAPSUS THERAPEUTICS INC., a corporation incorporated under the laws of Canada (hereinafter referred to as “Cynapsus”), and ARx, LLC, a corporation incorporated under the laws of Pennsylvania (hereinafter referred to as “ARx”).
SHARE PURCHASE AGREEMENT AMENDING AGREEMENTShare Purchase Agreement Amending Agreement • September 1st, 2016 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Purchaser and the Shareholders entered into a share purchase agreement dated as of December 22, 2011, as subsequently amended as of January 25, 2015 (the “Share Purchase Agreement”), whereby the Shareholders agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Shareholders, all of the issued and outstanding shares in the capital of the Corporation;
LICENSE AGREEMENTLicense Agreement • April 6th, 2016 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • New Jersey
This LICENSE AGREEMENT (together with any Schedules hereto, this “Agreement”) is entered into as of April 1, 2016 (the “Effective Date”) by and between MonoSol Rx, LLC, a Delaware limited liability company (“Licensor”), and Cynapsus Therapeutics Inc., a Canadian corporation (“Licensee”). Licensor and Licensee are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 12th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Shareholders desire to sell to the Purchaser, and the Purchaser desires to purchase from the Shareholders, all of the issued and outstanding shares in the capital of the Corporation pursuant to the terms and conditions hereof.
THIS LEASE made the 1st day of MAY , 2008. IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT. BETWEEN:Lease • August 14th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WITNESSETH that in consideration of the rents hereby reserved and the covenants herein contained on the part of the Tenant, the Landlord hereby leases to the Tenant a portion of the land and building municipally known as 828 Richmond Street West, in the City of Toronto, Province of Ontario (the “Premises”) established at 3200 square feet of useable area together with use of the common area, being the ground level, as outlined in red on the floor plan attached as Schedule “A”.
ARRANGEMENT AGREEMENT SUNOVION CNS DEVELOPMENT CANADA ULC - and - SUNOVION PHARMACEUTICALS INC. - and - CYNAPSUS THERAPEUTICS INC. August 31, 2016Arrangement Agreement • September 1st, 2016 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
SUNOVION CNS DEVELOPMENT CANADA ULC, an unlimited liability company existing under the laws of British Columbia, (hereinafter referred to as the “Acquiror”)
THIS LEASE EXTENTION AGREEMENT made effective as of the 1st day of May 2014 B E T W E E N:Lease Extention Agreement • August 14th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations
CONSULTING AND ADVISORY AGREEMENTConsulting and Advisory Agreement • November 12th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations
This Agreement is made effective as of July 1, 2015, by and between CYNAPSUS Therapeutics Inc., a Canadian corporation with offices at 828 Richmond Street West, Toronto, Ontario, Canada M6J 1C9 (“CYNAPSUS”) and Hutchinson and Associates (“Consultant”) an Independent Consultant located at 399 Pineville Road, Newtown, PA 18940.
NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENTNon-Solicitation and Non-Competition Agreement • November 12th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Corporation is a specialty pharmaceutical company developing a drug to treat the motor symptoms of Parkinson’s disease;
SHARE PURCHASE AGREEMENT AMENDING AGREEMENTShare Purchase Agreement Amending Agreement • November 12th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Purchaser, the Shareholders and the Corporation entered into a share purchase agreement dated as of December 22, 2011 (the “Share Purchase Agreement”), whereby the Shareholders agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Shareholders, all of the issued and outstanding shares in the capital of the Corporation;
NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENTNon-Disclosure, Non-Solicitation and Non-Competition Agreement • November 12th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Corporation is in the business of researching and developing novel pharmaceutical products that target the endocannabinoid system;
THIS LEASE made the 1st day of February, 2016. BETWEEN:Lease • February 3rd, 2016 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
WITNESSETH that in consideration of the rents hereby reserved and the covenants herein contained on the part of the Tenant, the Landlord hereby leases to the Tenant the building municipally known as 828 Richmond Street West, in the City of Toronto, Province of Ontario (the “Premises”) having 3,200 square feet on the 1st floor and 3,000 square feet on lower level, for a combined total useable floor area deemed having 6,200 square feet, together with the share use of common areas and parking facilities as provided hereinafter. The Tenant acknowledges being in possession of the premises.
NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENTNon-Solicitation and Non-Competition Agreement • November 12th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
AND WHEREAS it would be to the detriment of the Corporation if the Employee were to become associated with a competitor of the Corporation, to solicit or accept remuneration from clients of the Corporation, solicit or hire employees of the Corporation or to disclose confidential information of the Corporation;
Director and Officer Indemnification AgreementDirector and Officer Indemnification Agreement • August 14th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations • Ontario
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 6th day of May, 2013, between Cynapsus Therapeutics Inc. (the “Corporation”), a corporation amalgamated under the Canada Business Corporations Act and _________________________________ (the “Indemnified Party”).
SHORT OCCUPANCY AGREEMENTShort Occupancy Agreement • September 4th, 2015 • Cynapsus Therapeutics Inc. • Pharmaceutical preparations
The Tenant hereby agrees to Lease from the Landlord the hereinafter described premises on the following terms and conditions:
