SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2022 • IMV Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ___________, between IMV Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANTIMV Inc. • December 20th, 2022 • Pharmaceutical preparations
THIS 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 at or prior to 5:00 p.m. (New York City time) on December ___, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IMV Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), up to ____ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2023 • IMV Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2022, between IMV Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 30th, 2020 • IMV Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), IMV Inc., a company organized under the laws of Canada (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the common shares in the capital of the Company (the “Common Shares”), having an aggregate offering price of up to U.S. $24,500,000, (such Common Shares to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Each of the Company and the Agent hereby agrees and acknowledges that all sales and solicitation of sales of Shares shall be made solely in the United States and sales and solicitation of sales of Shares shall not be made in Canada or through the facilities of the Toronto Stock Exchange (the “TSX” or any other Canadian trading market (together with the TSX, a “Canadian Market”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 3(b) of
UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2018 • Immunovaccine Inc. • Ontario
The undersigned, Echelon Wealth Partners Inc. (“Echelon”), National Bank Financial Inc. (“National” and together with Echelon, the “Lead Underwriters”) and Mackie Research Capital Corporation (“Mackie” and together with the Lead Underwriters, the “Underwriters”), understand that Immunovaccine Inc. (the “Company”) proposes to issue and sell (the “Offering”) 7,692,308 common shares of the Company (each an “Offered Share”). The Underwriters, hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company all of the Offered Shares on a “bought deal” basis, at the purchase price of $1.30 per Offered Share (the “Offering Price”) for aggregate gross proceeds to the Company of $10,000,000. The Underwriters shall have the right to cause the Offered Shares to be purchased by the substituted purchasers in place of the Underwriters (“Substituted Purchasers”), and the obligation of the Underwriters to purchase the Offered Shares shall be reduced to an amount equal t
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 5th, 2022 • IMV Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), IMV Inc., a company organized under the laws of Canada (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the common shares in the capital of the Company (the “Common Shares”), having an aggregate offering price of up to U.S. $50,000,000, (such Common Shares to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Each of the Company and the Agent hereby agrees and acknowledges that all sales and solicitation of sales of Shares shall be made solely in the United States and sales and solicitation of sales of Shares shall not be made in Canada or through the facilities of the Toronto Stock Exchange (the “TSX” or any other Canadian trading market (together with the TSX, a “Canadian Market”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 3(b) of
IMV Inc. 14,285,714 Common Shares and Warrants to Purchase 10,714,285 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2021 • IMV Inc. • Pharmaceutical preparations • New York
CERTAIN INFORMATION (INDICATED BY [***]) HAS BEEN EXCLUDED FROM THE VERSION OF THIS DOCUMENT FILED AS AN EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.IMV Inc. • March 16th, 2023 • Pharmaceutical preparations
BETWEEN: IMV USA INC., a corporation incorporated pursuant to the laws of the State of Delaware and having its registered office at 10 Rogers Street, Suite 120 and 121, Cambridge, Massachusetts, 02142-1288;
THIS EMPLOYMENT CONTRACT made effective as of September 15, 2022 BETWEEN:Employment Contract • March 16th, 2023 • IMV Inc. • Pharmaceutical preparations
WHEREAS the Corporation carries on the business of developing T cell-activating cancer immunotherapies based on the Company’s proprietary drug delivery platform.;
LEASE BETWEEN TNC 120-140 EILEEN STUBBS LTD. AND IMMUNOVACCINE TECHNOLOGIES INC.Lease Between • March 16th, 2023 • IMV Inc. • Pharmaceutical preparations • Nova Scotia
The following are certain basic terms and provisions of this Lease (the “Basic Provisions”), which Basic Provisions form part of this Lease and are in certain instances referred to in subsequent sections of this Lease. Any conflict or inconsistency between the Basic Provisions and the other provisions of this Lease shall be resolved in favour of such other provisions.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • December 27th, 2021 • IMV Inc. • Pharmaceutical preparations • Connecticut
UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2018 • Immunovaccine Inc. • Ontario
The undersigned, Echelon Wealth Partners Inc. (“Echelon” and the “Lead Underwriter”), National Bank Financial Inc. (“National”) and Bloom Burton Securities Inc. (” Bloom Burton” and together with Echelon and National, the “Underwriters”), understand that Immunovaccine Inc. (the “Company”) proposes to issue and sell (the “Offering”) 6,250,000 common shares of the Company (each an “Offered Share”). The Underwriters, hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company all of the Offered Shares on a “bought deal” basis, at the purchase price of $2.00 per Offered Share (the “Offering Price”) for aggregate gross proceeds to the Company of $12,500,000. The Underwriters shall have the right to cause the Offered Shares to be purchased by the substituted purchasers in place of the Underwriters (“Substituted Purchasers”), and the obligation of the Underwriters to purchase the Offered Shares shall be reduced to an amount equal to the number of Shares pu
THIS EMPLOYMENT CONTRACT made effective as of the June 14, 2021 BETWEENEmployment Contract • March 16th, 2023 • IMV Inc. • Pharmaceutical preparations
WHEREAS the Corporation carries on the business of developing T cell-activating cancer immunotherapies based on the Company’s proprietary drug delivery platform.;
DEFERRED Share Unit grant letterDeferred Share Unit Grant Letter • March 16th, 2023 • IMV Inc. • Pharmaceutical preparations
This deferred share unit grant letter is entered into between IMV Inc. (the “Corporation”) and the Participant named below pursuant to the Corporation’s deferred share unit plan (the “Plan”), a copy of which is incorporated by reference herein, and confirms the following Deferred Share Unit grant on the terms set out below and as further set out in the Plan:
and – COMPUTERSHARE TRUST COMPANY OF CANADA WARRANT INDENTURE July 20, 2021Transfer Form • July 21st, 2021 • IMV Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
and COMPUTERSHARE TRUST COMPANY OF CANADA FIRST SUPPLEMENTAL WARRANT INDENTURE December 8, 2022 THIS FIRST SUPPLEMENTAL WARRANT INDENTURE dated as of December 8, 2022.Indenture • December 22nd, 2022 • IMV Inc. • Pharmaceutical preparations
AND: 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;
LICENSE AGREEMENT BETWEEN MERCK KGaA AND IMMUNOVACCINE TECHNOLOGIES, INC. DATED LICENSE AGREEMENTLicense Agreement • March 16th, 2023 • IMV Inc. • Pharmaceutical preparations • London
This License Agreement (hereinafter referred to as “Agreement”) is made and effective as of the 12 day of July, 2010 (the “Effective Date”), by and between MERCK KGaA, a German company with a principal place of business located at Frankfurter Stralle 250, 64293 Darmstadt, German , [***] (hereinafter collectively referred to as “Merck”), and IMMUNOVACCINE TECHNOLOGIES, INC. (hereinafter referred to as “Immunovaccine”), a Canadian corporation with a principal place of business located at 1819 Granvill Street, Suite 303, Halifax, Nova Scotia B3J 3R1, Canada. Merck and Immunovaccine are each referred to herein as a “Party” and collectively as the “Parties,” except as may otherwise be provided in this Agreement.
LEASELease • March 16th, 2023 • IMV Inc. • Pharmaceutical preparations • Massachusetts
This lease (the “Lease”) is dated as of July 26th, 2021, between GiGi Capital, LLC having a place of business at 10 Rogers Street #121, Cambridge, MA 02142 (the “Lessor”) and IMV USA INC. a Delaware Corporation., presently having its normal place of business at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, B3B 2C4, Canada (the “Lessee”). The Lessor and the Lessee hereby agree as follows:
