COMMON STOCK PURCHASE WARRANT sophiris bio inc.Common Stock Purchase Warrant • August 23rd, 2016 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant” and the term “Warrants” below refers to this Warrant and all other warrants to purchase Common Stock originally issued by the Company on the date hereof) 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sophiris Bio Inc., a British Columbia corporation (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2016 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 6, 2016, between Sophiris Bio Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Sophiris bio inc. and ________, AS WARRANT AGENT FORM OF PREFERRED Share WARRANT AGREEMENT DATED AS OF [__], 20___Warrant Agreement • August 10th, 2017 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Preferred Share Warrant Agreement (this “Agreement”), dated as of between Sophiris Bio Inc. (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
Sophiris Bio Inc. Common Shares (no par value) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 7th, 2018 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Sophiris Bio Inc., a corporation governed by the Business Corporations Act of British Columbia (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 28th, 2019 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2019, between Sophiris Bio Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES A COMMON SHARE PURCHASE WARRANTSophiris Bio Inc. • August 28th, 2019 • Pharmaceutical preparations
THIS SERIES A COMMON SHARE 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 six (6) month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Sophiris Bio Inc., a British Columbia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common shares (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON SHARE PURCHASE WARRANTSophiris Bio Inc. • August 28th, 2019 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) to subscribe for and purchase from Sophiris Bio Inc., a British Columbia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common shares (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2014 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SOPHIRIS BIO INC., a corporation amalgamated under the Business Corporations Act (British Columbia), with offices located at 1258 Prospect Street, La Jolla, CA 92037 (“Parent”), SOPHIRIS BIO CORP., a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla, CA 92037 (“Sophiris US”), and SOPHIRIS BIO HOLDING CORP., a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla,
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 19th, 2014 • Sophiris Bio Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2014, by and between SOPHIRIS BIO INC., a British Columbia corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2014 • Sophiris Bio Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2014, by and between SOPHIRIS BIO INC., a British Columbia corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Sophiris Bio Inc. [ ] Common Shares (no par value) Underwriting AgreementSophiris Bio Inc. • August 7th, 2013 • Pharmaceutical preparations • New York
Sophiris Bio Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ — ] of the Company’s common shares, no par value (“Common Shares”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ — ] additional Common Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Ce
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 11th, 2016 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Sophiris Bio Inc., a British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell, through the Roth Capital Partners, LLC (the “Placement Agent”) as placement agent, securities of the Company consisting of shares (“Shares”) of the Company’s common stock (“Common Stock”), no par value per share, and warrants to purchase shares of Common Stock (“Warrants”, and collectively with the Shares, the “Securities”), directly to various investors (the “Investors”).
SOPHIRIS BIO INC. and ________, AS WARRANT AGENT FORM OF COMMON SHARE WARRANT AGREEMENT DATED AS OF [__], 20___Common Share Warrant Agreement • August 10th, 2017 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Common Share Warrant Agreement (this “Agreement”), dated as of between Sophiris Bio Inc. (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
EXCLUSIVE LICENSE AMENDING AGREEMENTExclusive License Amending Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION, a corporation owned by the University of Victoria, having its principal office at R-Hut, McKenzie Avenue, Victoria, British Columbia, Canada, V8W 3W2
EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (the “Agreement”; JHU Agreement Ref. No.: Al2062) is BETWEEN: UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION a corporation owned by the University of Victoria and having its...Exclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
WHEREAS, IDC is the University of Victoria’s (UVic’s) corporation for commercialization of intellectual property and discoveries; and
ContractSophiris Bio Inc. • November 9th, 2017 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Exclusive License AgreementExclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Made this 28th day of April, 2010 (the “Effective Date”) by and between Protox Therapeutics Inc., a corporation duly organized and existing under the laws of British Columbia and having its registered office at 1210 - 885 West Georgia Street, Vancouver, BC, Canada (hereinafter called “Protox”) and Kissei Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its registered office at 19-48, Yoshino, Matsumoto, Nagano Prefecture, Japan (hereinafter called “Kissei”).
PROTOX THERAPEUTICS INC.Sophiris Bio Inc. • February 15th, 2013 • Pharmaceutical preparations • British Columbia
Reference is made to that certain Investment Agreement, dated as of September 28, 2010 (as the same may be amended from time to time, the “Investment Agreement”); by and among Protox Therapeutics Inc., a British Columbia corporation (the “Company”) and you and to the several indemnification agreements, dated as of the date hereof, by and between the Company and certain individuals who have agreed to serve as directors of the Company (each a “Purchaser Designee”) (as such indemnification agreements may be amended from time to time and including any additional agreement or documents providing for indemnification of any Purchaser Designees by the Company that may exist in the future, collectively, the “Indemnification Agreements”). All initially capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Indemnification Agreements or the Investment Agreement, as applicable.
Amendment to Exclusive License AgreementExclusive License Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
UNIVERSITY OF VICTORIA INNOVATION AND DEVELOPMENT CORPORATION, having its principle office at R-Hut, McKenzie Ave, University of Victoria, Victoria, BC, Canada, V8W 3W2
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 15, 2011 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and PROTOX THERAPEUTICS INC., a corporation amalgamated under the Business Corporations Act (British Columbia), with offices located at 1500 – 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8 (“Parent”) and PROTOX THERAPEUTICS CORP., a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla, California, 92037 (“Protox US” and, collectively with Parent, “Borrowers” and, each individually, a “Borrower”), provides the terms on which the Lenders shall len
ContractCertain Lease Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
First Amendment to that Certain Lease Agreement dated April 15, 2011, by and between Allison-Zongker, L.P. (“Landlord”), and Protox Therapeutics Corp., a Delaware Corporation (“Tenant”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 22nd, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement is entered into as of the Effective Date by and between OXFORD FINANCE LLC, as collateral agent for the Lenders (the “Lenders”) described in the Loan Agreement (in such capacity, the “Collateral Agent”) and PROTOX THERAPEUTICS INC. (“Grantor”).
STANDARD LEASE*Standard Lease • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This STANDARD LEASE (“Lease”), dated for reference purposes only April 15, 2011 is entered into by ALLISON – ZONGKER, L.P. (“Landlord”), and Protox Therapeutics Corp. a Delaware corporation (“Tenant”).
ContractSophiris Bio Inc. • August 7th, 2014 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OFFICER CHANGE IN CONTROL SEVERANCE BENEFIT AGREEMENTOfficer Change in Control Severance Benefit Agreement • November 12th, 2014 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This OFFICER CHANGE IN CONTROL SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is made and entered into effective as of September 9, 2014, (the “Effective Date”), by and between Sophiris Bio Inc., a British Columbia, Canada corporation (the “Company”), and Peter Slover (the “Officer”). The Company and the Officer are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
ContractSophiris Bio Inc. • December 7th, 2012 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
NOW THEREFORE, IN CONSIDERATION OF the premises and mutual covenants herein contained, and in consideration of the Indemnitee’s service or continued service as a director and/or an officer of the Company or any Affiliate, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Indemnitee do hereby covenant and agree as follows.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 17, 2013, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender, and SOPHIRIS BIO INC (f/k/a PROTOX THERAPEUTICS INC.), a corporation amalgamated under the Business Corporations Act (British Columbia), with offices located at 1500 – 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8 (“Parent”) and SOPHIRIS BIO CORP. (f/k/a PROTOX THERAPEUTICS CORP.), a Delaware corporation, with offices located at 1258 Prospect Street, La Jolla, California, 92037 (“Sophiris US” and, collectively with Parent
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 22nd, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement is entered into as of the Effective Date by and between OXFORD FINANCE LLC, as collateral agent for the Lenders (the “Lenders”) described in the Loan Agreement (in such capacity, the “Collateral Agent”) and PROTOX THERAPEUTICS CORP. (“Grantor”).
6,500,000 Common Shares and Warrants to Purchase 4,875,000 Common Shares SOPHIRIS BIO INC. PURCHASE AGREEMENTCommon Stock Purchase Warrant • August 23rd, 2016 • Sophiris Bio Inc. • Pharmaceutical preparations • New York
Sophiris Bio Inc., a British Colombia corporation (and together with its subsidiaries, the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) 6,500,000 shares (the “Firm Shares”) of Common Shares, no par value per share (the “Common Shares”), of the Company and (ii) warrants to purchase up to 4,875,000 Common Shares in the form set forth in Exhibit A (each, a “Warrant”). Each Firm Share is being sold together with a Warrant to purchase 0.75 Common Shares at an exercise price of $4.00 per whole Common Share. The Company has also granted to the Underwriters an option to purchase up to 975,000 additional Common Shares (“Option Shares”) with additional Warrants to purchase up to 731,250 Common Shares (“Option Warrants”), on the terms and for the purposes set forth in Section 3 hereof. The Firm Shares, Option Shares, Warrants and Option Warrants are collectively called the “Securities.” The Common Shares underlying the
REGISTRATION RIGHTS AGREEMENT BY AND AMONG WARBURG PINCUS PRIVATE EQUITY X, L.P., WARBURG PINCUS X PARTNERS, L.P., AND PROTOX THERAPEUTICS INC. Dated as of November 19, 2010Registration Rights Agreement • August 2nd, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) is made, entered into and effective November 19, 2010, by and among Warburg Pincus Private Equity X, L.P. (“WPX”), Warburg Pincus X Partners, L.P. (“WPXP” and, together with WPX, including any successor funds thereto, and their respective Affiliates that are direct or indirect equity investors in the Company, “WP”) and Protox Therapeutics Inc., a British Columbia corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise (the “Company”)).
AGREEMENT RESPECTING INTELLECTUAL PROPERTYAgreement Respecting Intellectual Property • July 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • British Columbia
PROTOX PHARMACEUTICALS INC., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Petch Building, Room 235, Victoria, British Columbia, V8W 3P6;
PROTOX THERAPEUTICS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2013 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is entered into as of the 31st day of March, 2011 (the “Effective Date”), by and between Allison J. Willmer-Hulme, Ph.D. (“Executive”) and Protox Therapeutics Corp. (the “Company”).
PROTOX THERAPEUTICS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2012 • Sophiris Bio Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is entered into as of the day of September, 2011 (the “Effective Date”), by and between Alex Casdin (“Executive”) and Protox Therapeutics Corp. (the “Company”).
DEVELOPMENT AGREEMENTDevelopment Agreement • May 9th, 2019 • Sophiris Bio Inc. • Pharmaceutical preparations
THIS DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into as of the 23rd day of January, 2018 (“Effective Date”), by and between Sophiris Bio Corp., a company duly organized and existing under the laws of Delaware and having its principal place of business at 1258 Prospect Street, La Jolla, California 92037 (“Customer”), and Vetter Pharma International GmbH, a company duly organized and existing under the laws of Germany, having its principal place of business at Eywiesenstraße 5, 88212 Ravensburg, Germany (“Vetter International”), Customer and Vetter International also being referred to herein individually as a “Party” and collectively as the “Parties”.
