REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SERIES A/B] COMMON STOCK PURCHASE WARRANT TRIBUTE PHARMACEUTICALS CANADA INC.Aralez Pharmaceuticals Inc. • January 8th, 2016 • Pharmaceutical preparations
THIS [SERIES A/B] 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 hereof (the “Initial Exercise Date”) and on or prior to 6:30 p.m. (New York time) on the year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario 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 • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March , 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:
AGENCY AGREEMENTAgency Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
KES 7 Capital Inc. (the “Lead Agent”), Bloom Burton & Co. Ltd., Mackie Research Capital Corporation, Laurentian Bank Securities Inc. and Dundee Securities Inc. (collectively with the Lead Agent, the “Agents” and each individually an “Agent”) understand that Tribute Pharmaceuticals Canada Inc. (the “Corporation”) proposes to issue and sell up to $15,000,000 of 6%, secured and subordinated debentures of the Corporation (the “Debentures”) at a price of $1,000,000 per Debenture (the “Offering Price”) for aggregate gross proceeds of up to $15,000,000. The offering of the Debentures by the Corporation is referred to in this Agreement as the “Offering”. The terms and conditions of the Debentures will be outlined in a secured subordinated debenture agreement and a general security agreement (the “Debenture Documentation”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
SHARE PURCHASE AGREEMENT BETWEEN TRIBUTE PHARMACEUTICALS CANADA INC. AND PARDEEP NIJHAWAN AND NIDHI NIJHAWAN June 16, 2015Share Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:
Executed copyAsset Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations
Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
CREDIT AGREEMENT dated as of August 8, 2013 among TRIBUTE PHARMACEUTICALS CANADA INC. as Borrower, THE LENDERS PARTY HERETO, as Lenders, and SWK FUNDING LLC, as Agent, Sole Lead Arranger and Sole BookrunnerCredit Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
This Credit Agreement (“Agreement”) dated as of August 8, 2013, among Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of Ontario, Canada (“Borrower”), the financial institutions party hereto from time to time (“Lenders”) and SWK Funding LLC (in its individual capacity, “SWK”), as Agent for all Lenders.
AGENCY AGREEMENTAgency Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
The undersigned, Dundee Securities Ltd. (the “Lead Agent”), Kes 7 Capital Inc., and Bloom Burton & Co. Ltd. (collectively with the Lead Agent, the “Agents” and each individually an “Agent”) understand that Tribute Pharmaceuticals Canada Inc. (the “Corporation”) proposes to issue and sell up to 13,043,695 common shares of the Corporation (the “Offered Shares”) at a price of $0.92 per Offered Share (the “Offering Price”) for aggregate gross proceeds of up to $12,000,199.40. The offering of the Offered Shares by the Corporation is referred to in this Agreement as the “Offering”.
SUPPORT AGREEMENTSupport Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Shareholder is the registered and/or direct or indirect beneficial owner of (i) that number of issued and outstanding Tribute Shares (as defined herein), (ii) that number of Tribute Options (as defined herein) and (iii) that number of Tribute Warrants (as defined herein), in each case as set forth opposite its name on Schedule A hereto;
SHARE PURCHASE AGREEMENT BETWEEN STELLAR PHARMACEUTICALS INC. and ELORA FINANCIAL MANAGEMENT INC. and MARY-ANN HARRIS and ROB HARRIS and SCOTT LANGILLEShare Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ASSET PURCHASE AGREEMENT by and between TRIBUTE PHARMACEUTICALS INTERNATIONAL INC. and MUTUAL PHARMACEUTICAL COMPANY, INC. and SUN PHARMACEUTICAL INDUSTRIES, INC. Dated: May 21, 2015Asset Purchase Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 21st of May, 2015 (the “Effective Date”), by and between Tribute Pharmaceuticals International Inc., a Barbados corporation (“TRIBUTE”), Mutual Pharmaceutical Company, Inc., a Delaware corporation (“MUTUAL”) and Sun Pharmaceutical Industries, Inc., a Michigan corporation (“SUN”). (TRIBUTE and MUTUAL are individually referred to herein as a “Party,” and collectively referred to herein as the “Parties”).
Executed copyLicense Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations
Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
CONSULTING AGREEMENTConsulting Agreement • January 8th, 2016 • Aralez Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Company wishes to retain Arnold Tenney, through his consulting company LMT as an independent consultant (“Consultant”) to the Corporation effective January 1, 2015 (“Effective Date”) and pursuant to the terms set forth herein;
PROMISSORY NOTEAralez Pharmaceuticals Inc. • January 8th, 2016 • Pharmaceutical preparations
FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this “Note”), the undersigned, TRIBUTE PHARMACEUTICALS CANADA INC., a Delaware corporation (“Borrower”), having an address at 15770 Dallas Parkway, Suite 1290, Dallas, TX 75248, promises to pay to the order of SWK FUNDING LLC, a Delaware limited liability company as agent, sole lead arranger and bookrunner (in such capacity, “Agent” and together with all subsequent holders of this Note being hereinafter referred to collectively, as “Holder”), for the benefit of Lenders (as defined below), having an address at 15770 North Dallas Parkway, Suite 1290, Dallas, Texas 75248, or at such other place as Holder hereof may designate in writing, the principal sum of up to TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), pursuant to that certain Credit Agreement, of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders party thereto fro
PROMISSORY NOTEAralez Pharmaceuticals Inc. • January 8th, 2016 • Pharmaceutical preparations
FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this “Note”), the undersigned, TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (“Borrower”), having an address at 151 Steeles Avenue East, Milton, Ontario, Canada, 19T 1Y1, promises to pay to the order of SWK FUNDING LLC, a Delaware limited liability company as agent, sole lead arranger and bookrunner (in such capacity, “Agent” and together with all subsequent holders of this Note being hereinafter referred to collectively, as “Holder”), for the benefit of Lenders (as defined below), having an address at 15770 North Dallas Parkway, Suite 1290, Dallas, Texas 75248, or at such other place as Holder hereof may designate in writing, the principal sum of up to SIX MILLION AND NO/100 DOLLARS ($6,000,000.00), pursuant to that certain Credit Agreement, of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders party ther
