AGENCY AGREEMENTAgency Agreement • June 22nd, 2015 • Tribute Pharmaceuticals Canada 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”).
SHARE PURCHASE AGREEMENT BETWEEN TRIBUTE PHARMACEUTICALS CANADA INC. AND PARDEEP NIJHAWAN AND NIDHI NIJHAWANShare Purchase Agreement • June 22nd, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
SCHEDULE 1.1(W) EXCLUDED EMPLOYEES 43 SCHEDULE 1.1(PP) PERMITTED ENCUMBRANCES 44 SCHEDULE 1.1(RR) PRODUCTS 45 SCHEDULE 1.1(FFF) TERRITORIES 46 SCHEDULE 2.3(3) [**]1 47 SCHEDULE 2.3(4) [**]2 48 SCHEDULE 2.5 LISTED EMPLOYEES 49 SCHEDULE 3.1(18) REGULATORY AND CONTRACTUAL CONSENTS 50 SCHEDULE 3.1(23) CONSENTS NECESSARY TO CARRY ON LAWFUL OPERATIONS 51 SCHEDULE 3.1(29) LITIGATION 52 SCHEDULE 3.1(33) LIST OF MATERIAL CONTRACTS 53 SCHEDULE 3.1(34) INSURANCE 54 SCHEDULE 3.1(35) LIST OF BANK, TRUST AND OTHER ACCOUNTS AND POWERS OF ATTORNEY 55 SCHEDULE 3.1(37) LIST OF MAJOR CUSTOMERS, WHOLESALERS AND DISTRIBUTORS 56 SCHEDULE 3.1(38) SUMMARY OF CANADIAN FEDERAL AND PROVINCIAL INCOME TAX ASSESSMENTS 57 SCHEDULE 3.1(40) ENVIRONMENTAL MATTERS 58 SCHEDULE 3.1(40) LABOUR AND EMPLOYEE MATTERS 59 SCHEDULE 3.1(42) LIST OF PRODUCT WARRANTIES 60 SCHEDULE 3.1(43) INTELLECTUAL PROPERTY 61 SCHEDULE 3.1(44) REGULATORY APPROVALS 62 EXHIBIT A NON-COMPETITION AGREEMENT 63 EXHIBIT B PROMISSORY NOTE 64 EXHIBIT C T
