THIS NOTE PURCHASE AGREEMENT made as of the 16th day of April, 2009.Note Purchase Agreement • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
WHEREAS in order to provide the Corporation with additional funds to conduct its business, the Purchaser has committed to provide the Corporation with investment funds, in two tranches, on the terms and subject to the conditions set forth herein;
BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
WHEREAS in connection with such subscription of the Notes, Bellus and VSVI wish to formalize their understanding with respect to the right of VSVI to nominate two (2) representatives to the Board of Directors of Bellus;
BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
WHEREAS in connection with such subscription of the Notes, Bellus and Vitus wish to formalize their understanding with respect to the right of Vitus to nominate two (2) representatives to the Board of Directors of Bellus;
SECOND AMENDMENT TO INDENTURETo Indenture • April 30th, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • New York
Second Amendment, dated as of April 16, 2009 (this “Second Amendment”), to the Indenture, dated as of November 9, 2006 (the “Indenture”), between BELLUS Health Inc., a corporation (formerly known as Neurochem Inc.) organized under the Canada Business Corporations Act (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).
