Zomedica Pharmaceuticals Corp. 6,521,740 Common Shares (no par value) Underwriting AgreementUnderwriting Agreement • March 27th, 2019 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • New York
Zomedica Pharmaceuticals Corp., a corporation organized under the laws of Alberta, Canada (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 6,521,740 of its common shares (the “Firm Shares”), no par value (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 978,261 Common Shares pursuant to such option (the “Option Shares”). The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“HCW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean H.C. Wainwright & Co., LLC, as Underwriter, and the term “Under
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2020 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2020, between Zomedica Pharmaceuticals Corp., an Alberta corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Zomedica Pharmaceuticals Corp. Shares of Common Stock (no par value) Controlled Equity OfferingSM Sales AgreementZomedica Pharmaceuticals Corp. • December 20th, 2018 • Pharmaceutical preparations • New York
Zomedica Pharmaceuticals Corp., a corporation organized under the laws of Alberta, Canada (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2020 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2020, between Zomedica Pharmaceuticals Corp., an Alberta corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 6th, 2020 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • New York
SERIES D COMMON SHARE PURCHASE WARRANT Zomedica Pharmaceuticals Corp.Zomedica Pharmaceuticals Corp. • July 6th, 2020 • Pharmaceutical preparations • New York
THIS SERIES D 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 on or prior to 5:00 p.m. (New York City time) on _______1 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Zomedica Pharmaceuticals Corp., an Alberta 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). This Warrant is one of a series of similar warrants (collectively, the “Warrants”) issued by the Company pursuant to its Registration Statement on Form S-3 (file no. 333-228926) and the related Prospectus
PRE-FUNDED COMMON SHARE PURCHASE WARRANT Zomedica Pharmaceuticals Corp.Zomedica Pharmaceuticals Corp. • July 6th, 2020 • Pharmaceutical preparations • New York
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”), but not thereafter, to subscribe for and purchase from Zomedica Pharmaceuticals Corp., an Alberta 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). This Warrant is one of a series of similar warrants (collectively, the “Warrants”) issued by the Company pursuant to its Registration Statement on Form S-3 (file no. 333-228926) and the related Prospectus Supplement dated
Zomedica Corp. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • Zomedica Corp. • Pharmaceutical preparations • New York
The undersigned, Zomedica Corp., an Alberta corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the prior underwriting agreement dated as of February 8, 2021, by and between the Company and the Representative.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2020 • Zomedica Corp. • Pharmaceutical preparations • Delaware
ZOMEDICA PHARMACEUTICALS INC., a body corporate duly incorporated pursuant to the laws of the State of Delaware and having an office in the City of Ann Arbor, Michigan (hereinafter referred to as the "Corporation")
LEASE SUMMARYLease Agreement • February 26th, 2020 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 5th, 2021 • Zomedica Corp. • Pharmaceutical preparations • Delaware
ZOMEDICA PHARMACEUTICALS INC., a body corporate duly incorporated pursuant to the laws of the State of Delaware and having an office in the City of Ann Arbor, Michigan (hereinafter referred to as the “Corporation”);
ESCROW AGREEMENT (VALUE SECURITY)Escrow Agreement • April 21st, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with a Reverse Takeover. The Issuer is a Tier 1 as described in Policy 2.1 - Initial Listing Requirements.
DEVELOPMENT AND SUPPLY AGREEMENT Between QORVO BIOTECHNOLOGIES, LLC and ZOMEDICA PHARMACEUTICALS CORP. dated NOVEMBER 26, 2018Development and Supply Agreement • March 14th, 2019 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • New York
This Development and Supply Agreement (this “Agreement”), effective as of November 26, 2018 (the “Effective Date”) is entered into by and between Qorvo Biotechnologies, LLC having its principal place of business at 14505 21st Ave. N., Suite 212, Plymouth, MN 55447, USA (“Qorvo”), and Zomedica Pharmaceuticals Corp., having its principal place of business at 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108 (“Zomedica”). Each of Qorvo and Zomedica may hereafter be referred to as a “Party” or collectively as the “Parties.”
ZOMEDICA CORP. WARRANT TO PURCHASE COMMON SHARESZomedica Corp. • July 20th, 2022 • Pharmaceutical preparations
This Warrant (this “Warrant”) is being issued pursuant to that certain Asset Purchase Agreement, dated July 15, 2022, by and between the Company and the Holder, or a predecessor to the Holder, among others (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Michigan
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2020 • Zomedica Corp. • Pharmaceutical preparations • Delaware
ZOMEDICA PHARMACEUTICALS INC., a body corporate duly incorporated pursuant to the laws of the State of Delaware and having an office in the City of Ann Arbor, Michigan (hereinafter referred to as the "Corporation")
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • March 9th, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Michigan
THIS COMMERCIAL LEASE AGREEMENT (“Lease”) made this 24th day of June, 2015 by and between Ann Arbor Commerce Center, LLC, a Michigan limited liability company, the Lessor hereinafter designated as the “Landlord” whose address is 29355 Northwestern Hwy., Suite 301, Southfield, Michigan 48034-1045 and ZoMedica Pharmaceutical, Inc., a Delaware corporation the Lessee hereinafter designated as the “Tenant” whose address is 3928 Varsity Drive, Ann Arbor, Michigan 48108.
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2019 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations
ZOMEDICA PHARMACEUTICALS CORP., a body corporate duly incorporated pursuant to the laws of the Province of Alberta and having its registered office in the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Corporation")
CPC ESCROW AGREEMENTCPC Escrow Agreement • March 9th, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • April 21st, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Michigan
THIS COLLABORATIVE RESEARCH AGREEMENT (“Agreement”), is made the 3rd day of January, 2017 (the “Effective Date”), by and between Celsee Diagnostics, Inc. whose address is 4670l Commerce Center Drive, Plymouth, MI 48170 (“Celsee”) and Zomedica Pharmaceuticals Corp. whose head office address is 3928 Varsity Drive, Ann Arbor, MI 48018 (“Zomedica”) (Celsee and Zomedica are each a “Party” and collectively the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • September 1st, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations
LOAN AGREEMENTLoan Agreement • September 1st, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Michigan
THIS LOAN AGREEMENT (“Agreement”) is made this 1st day of September, 2017, by and between GERALD A. SOLENSKY, whose address is 2019 Pondway, Troy, Michigan 48098 (“Borrower”), and EQUIDEBT LLC, a Michigan limited liability company, whose address is 230 Huronview Blvd., Ann Arbor, Michigan 48103 (“Lender”). The Lender agrees to make, and the Borrower agrees to repay the loan described below (the “Loan”), in accordance with the terms and conditions set forth in this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Michigan
LICENSE AGREEMENTLicense Agreement • April 1st, 2024 • Zomedica Corp. • Pharmaceutical preparations • New Jersey
This License Agreement (the “License Agreement,” “License” or “Agreement”) is dated as of November1, 2021, and entered into by and between The Wheelership LLC, a New York limited liability company (“Licensor”), and Assisi Animal Health LLC, a Delaware limited liability company, (“Licensee”), and together with the Licensor, the “Parties” or individually, as a (“Party”). Capitalized terms used herein, which are not separately defined, shall have the definition as set forth in the Lease Agreement described below unless otherwise stated.
STOCK PURCHASE AGREEMENT BETWEEN SELLERS,Stock Purchase Agreement • September 6th, 2023 • Zomedica Corp. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2023, is made by and between the undersigned sellers (each a “Seller,” and collectively, the “Sellers”), Vikram Ramprakash, an individual with an address of 8774 Finsen Street, Orlando, FL 32827 (the “Shareholder Representative”) and Zomedica Inc., a Delaware corporation (“Buyer”). The Sellers, Shareholder Representative and Buyer shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party.” Definitions of capitalized terms are set forth in Section 8.1.
Unaudited Pro Forma Combined financial InformationStock Purchase Agreement • December 10th, 2021 • Zomedica Corp. • Pharmaceutical preparations
This Exhibit 99.2 includes (1) the unaudited pro forma combined balance sheet of the Company and its subsidiaries as of September 30, 2021 (the “Unaudited Pro Forma Balance Sheet”) and (2) the unaudited pro forma combined statements of operations of the Company and its subsidiaries for the fiscal year ended December 31, 2020 and for the nine months ended September 30, 2021 (the “Unaudited Pro Forma Income Statements”). Together, the Unaudited Pro Forma Balance Sheet and the Unaudited Pro Forma Income Statements are referred to in this Exhibit 99.2 as the “Unaudited Pro Forma Financial Statements”.
GUARANTY AGREEMENTGuaranty Agreement • November 9th, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Michigan
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of October 17, 2017, is made by GERALD A. SOLENSKY, whose address is 2019 Pondway, Troy, Michigan 48098 (the “Guarantor”), in favor of EQUIDEBT LLC, a Michigan limited liability company, whose address is 230 Huronview Blvd., Ann Arbor, Michigan 48103 (“Lender”).
In this document, “[***]” indicates that certain confidential information has been redacted from this document because it is both (i) not material to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed. BAW SENSOR...Baw Sensor Supply Agreement • January 24th, 2023 • Zomedica Corp. • Pharmaceutical preparations • New York
This BAW Sensor Supply Agreement (this “Agreement”), dated as of January 17, 2023 (the “Effective Date”) is entered into by and among Qorvo Biotechnologies, LLC having its principal place of business at 14505 21st Ave. N., Suite 212, Plymouth, MN 55447 (“Qorvo”), Zomedica Inc., having its principal place of business at 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108 (“Zomedica”) and, solely for the purposes of Section 12.5, Zomedica Corp., having its principal place of business at 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108 (“Zomedica Corp.”). Each of Qorvo and Zomedica may hereafter be referred to as a “Party” or collectively as the “Parties.”
CONFIDENTIALLetter Agreement • April 1st, 2020 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations
SEPARATION AGREEMENTSeparation Agreement • March 17th, 2023 • Zomedica Corp. • Pharmaceutical preparations • Michigan
THIS AGREEMENT dated as of March 16, 2023 (“Agreement”) is made by and between Zomedica Corp. (the “Company”) and Ann Marie Cotter (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2017 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Ontario
ZOMEDICA PHARMACEUTICALS CORP., a body corporate duly incorporated pursuant to the laws of the Province of Alberta and having its registered office in the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Corporation")
STRATEGIC ADVISORY AGREEMENTStrategic Advisory Agreement • February 26th, 2020 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Michigan
This strategic advisory agreement (“Agreement”) having an effective date of December 16, 2019, is entered into by and between Zomedica Pharmaceuticals Corp., having its principal place of business at 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108 (“Client”) and Johnny D. Powers, an individual having a principal place of business at 27437 N. 97th Place, Scottsdale, AZ 85262 (“Consultant”).
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • November 26th, 2021 • Zomedica Corp. • Pharmaceutical preparations • Michigan
This Confidential Separation Agreement and Release (“Agreement”) is made by and between Brük Herbst (“Employee”) and Zomedica Inc. (“Zomedica”).
INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2023 • Zomedica Corp. • Pharmaceutical preparations • Alberta
This Indemnity Agreement is entered into as of this 22nd day of December, 2022 by and between Zomedica Corp., a corporation incorporated under the laws of the Province of Alberta, Canada (the “Corporation”) and [board member/officer name], an individual residing in [city/state/province] (the “Indemnified Party”).
AMALGAMATION AGREEMENT THIS AMALGAMATION AGREEMENT made as of the 30th day of March, 2016.Amalgamation Agreement • December 13th, 2016 • Zomedica Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
