REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2022 • Portage Biotech Inc. • Crude petroleum & natural gas • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2022, is entered into by and between PROTAGE BIOTECH INC., a British Virgin Islands corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
Form of Lock-Up AgreementPortage Biotech Inc. • July 8th, 2022 • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: PORTAGE BIOTECH INC., a company formed under the laws of the British Virgin Islands; PORTAGE MERGER SUB 1, INC., a Delaware corporation;Agreement and Plan of Merger • July 8th, 2022 • Portage Biotech Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 1, 2022, by and among PORTAGE BIOTECH INC., a company formed under the laws of the British Virgin Islands (“Parent”), PORTAGE MERGER SUB 1, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), PORTAGE MERGER SUB 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, (“Merger Sub 2” and, together with Merger Sub, the “Merger Subs”), TARUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Sellers (the “Sellers’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
PURCHASE AGREEMENTPurchase Agreement • July 8th, 2022 • Portage Biotech Inc. • Crude petroleum & natural gas • Illinois
THIS PURCHASE AGREEMENT (the "Agreement"), dated as of July 6, 2022, is made by and between PORTAGE BIOTECH INC., a British Virgin Islands corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").
