AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT by and among ARALEZ PHARMACEUTICALS INC., ARALEZ PHARMACEUTICALS PLC, TRIBUTE PHARMACEUTICALS CANADA INC., POZEN INC., QLT INC. and THE OTHER CO-INVESTORS IDENTIFIED ON SCHEDULE I HERETO Dated as of...Share Subscription Agreement • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT, dated as of December 7, 2015 (the “Agreement”), is by and among QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“Purchaser”), Tribute Pharmaceuticals Canada Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Tribute”), POZEN Inc., a corporation formed under the laws of the State of Delaware (“Pozen”), Aralez Pharmaceuticals plc, a public limited company formed under the laws of Ireland (formerly known as Aguono Limited, a private limited company formed under the laws of Ireland, and subsequently renamed Aralez Pharmaceuticals Limited prior to its re-registration as a public limited company named Aralez Pharmaceuticals plc) (the “Former Company”), Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”) and, other than Purchaser, the Persons identified on Schedule I hereto (each an “Investor” an
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • New York
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2015, by and among Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”), and those lenders set forth on Schedule 1 to the Amended Facility Agreement (as defined below) (each individually, a “Lender” and together, the “Lenders”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND ARRANGEMENTAgreement and Plan Of • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger and Arrangement is made as of December 7, 2015, by and among Tribute Pharmaceuticals Canada Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Tribute”), Aralez Pharmaceuticals plc, a public limited company formed under the laws of Ireland (formerly known as Aguono Limited, a private limited company formed under the laws of Ireland, and subsequently renamed Aralez Pharmaceuticals Limited prior to its re-registration as a public limited company) (“Former Parent”), Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“New Parent”), Aralez Pharmaceuticals Holdings Limited, a private limited company formed under the laws of Ireland (formerly known as Trafwell Limited, a private limited company formed under the laws of Ireland) (“Holdings”), ARLZ US Acquisition II Corp., a corporation formed under the laws of the State of Delaware (
SECOND AMENDED AND RESTATED FACILITY AGREEMENTRegistration Rights Agreement • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
This SECOND AMENDED AND RESTATED FACILITY AGREEMENT (this “Agreement”), dated as of December 7, 2015, by and among Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“Parent”), POZEN Inc., a corporation formed under the laws of the State of Delaware (“Pozen”), Tribute Pharmaceuticals Canada Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Tribute” and collectively with Parent and Pozen, each a “Credit Party” and collectively, the “Credit Parties”), and the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “Lenders” and, together with the Credit Parties, the “Parties”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND ARRANGEMENTAgreement and Plan Of • December 8th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
AMENDMENT NO. 1, dated as of August 19, 2015 (this “Amendment”), to the Agreement and Plan of Merger and Arrangement, dated as of June 8, 2015 (the “Merger Agreement”), by and among Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of the Province of Ontario (“Tribute”), Aguono Limited, a private limited company incorporated in Ireland with registered number 561617 having its registered office at 56 Fitzwilliam Square, Dublin, 2, Ireland, and which has been renamed Aralez Pharmaceuticals Limited (“Parent”), Trafwell Limited, a private limited company incorporated in Ireland with registered number 561618 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland (and which has been renamed Aralez Pharmaceutical Holdings Limited) (“Ltd2”), ARLZ US Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned indirect subsidiary of Parent (“US Merger Sub”), ARLZ CA Acquisition Corp., a corporation incorp
