3,810,097 Common Shares and Pre-Funded Warrants to Purchase 4,761,903 Common Shares Milestone Pharmaceuticals Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2020 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • July 29th, 2020 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Milestone Pharmaceuticals Inc., a corporation continued under the laws of the Province of Québec, Canada (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s common shares without par value (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
Milestone Pharmaceuticals Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • June 19th, 2020 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Milestone Pharmaceuticals Inc., a corporation organized under the laws of the province of Québec (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Milestone Pharmaceuticals Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ Milestone Pharmaceuticals Inc. Form of Debt Securities Warrant AgreementDebt Securities Warrant Agreement • November 12th, 2021 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Milestone Pharmaceuticals Inc., a corporation organized under the laws of the province of Québec (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Milestone Pharmaceuticals Inc. and _____________, As Warrant Agent Form of Common Share Warrant Agreement Dated As Of __________ Milestone Pharmaceuticals Inc. Form of Common Share Warrant AgreementCommon Share Warrant Agreement • November 12th, 2021 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Common Share Warrant Agreement (this “Agreement”), dated as of [●], between MILESTONE PHARMACEUTICALS INC., a corporation existing under the laws of the province of Québec (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Milestone Pharmaceuticals Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • June 19th, 2020 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Indenture, dated as of [·], 20__, among Milestone Pharmaceuticals Inc., a corporation existing under the laws of the province of Québec (the “Company”), and [Trustee], as trustee (the “Trustee”):
Milestone Pharmaceuticals Inc. and _____________, As Warrant Agent Form of Preferred Share Warrant Agreement Dated As Of __________ Milestone Pharmaceuticals Inc. Form of Preferred Share Warrant AgreementPreferred Share Warrant Agreement • November 12th, 2021 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Preferred Share Warrant Agreement (this “Agreement”), dated as of [●], between Milestone Pharmaceuticals Inc., a corporation existing under the laws of the province of Québec (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2019 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • North Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 26, 2019, (the “Effective Date”) by and between Milestone Pharmaceuticals USA, Inc. (the “Company”), and Lorenz Muller (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and replaces and supersedes the Employment Agreement dated October 12, 2017 between the Parties.
MILESTONE PHARMACEUTICALS INC. THIRD AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of October 15, 2018Registration Rights Agreement • April 12th, 2019 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
THIS THIRD AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT is made as of October 15, 2018 between Milestone Pharmaceuticals Inc. (the “Corporation”), a legal person existing under the laws of the Province of Québec, represented herein by Joseph Oliveto, its Chief Executive Officer, duly authorized for the purposes hereof as he so declares, and the holders of Class A Preferred Shares, the holders of Class B Preferred Shares, the holders of Class C Preferred Shares and the holders of Class D Preferred Shares of the Corporation listed on Schedule A, as such Schedule may be amended from time to time (collectively, the “Investors”).
ContractSecurity Agreement • June 25th, 2021 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
BY-LAW NO. 2017-1 a by-law relating generally to the transaction of the business and affairs of MILESTONE PHARMACEUTICALS INC. MILESTONE PHARMACEUTIQUES INC. (the “Corporation”)By-Law • April 12th, 2019 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2021 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2021 (the “Effective Date”) by and among Milestone Pharmaceuticals Inc., a corporation continuing under the Business Corporations Act (Québec) (the “Company”) and each of those persons listed as a Purchaser on the Schedule of Purchasers attached as Schedule I hereto (each, a “Purchaser” and together, the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2022 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • North Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 15, 2022, (the “Effective Date”) by and between Milestone Pharmaceuticals USA, Inc. (the “Company”), and David Bharucha (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Purchase and Sale Agreement By and Between Milestone Pharmaceuticals Inc. and RTW Royalty I DAC Dated as of [●], 2023Purchase and Sale Agreement • March 31st, 2023 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT, dated as of March 27, 2023 (this “Agreement”), is made and entered into by and between RTW Royalty I DAC, a designated activity company incorporated under the laws of Ireland with registered number 734869 and registered address at 2nd Floor, Palmerston House, Denzille Lane, Dublin 2, D02 WD37, Ireland (the “Buyer”), and Milestone Pharmaceuticals Inc., a Quebec corporation (the “Seller”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2019 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
BETWEEN: MILESTONE PHARMACEUTICALS INC., a corporation duly incorporated under the Canada Business Corporations Act, having its head office at 1111 Dr. Frederik-Philips Blvd., Suite 420, Montréal, Québec, H4M 2X6
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF JOSEPH OLIVETOEmployment Agreement • June 9th, 2020 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
This First Amendment to the Amended And Restated Employment Agreement Of Joseph Oliveto (the “Amendment”) is entered into this 4th day of June 2020 (the “Effective Date”), by and between Joseph Oliveto (the “Executive”) and Milestone Pharmaceuticals USA, Inc. (the “Company”).
Milestone Pharmaceuticals Inc. 16,666,667 Common Shares Pre-Funded Warrants to Purchase 3,333,333 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2024 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
ContractSecurities Agreement • August 11th, 2021 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF AMIT HASIJAEmployment Agreement • June 9th, 2020 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
This First Amendment to the Employment Agreement Of Amit Hasija (the “Amendment”) is entered into this 4th day of June 2020 (the “Effective Date”), by and between Amit Hasija (the “Executive”) and Milestone Pharmaceuticals USA, Inc. (the “Company”).
INDEMNITY AGREEMENTIndemnification & Liability • April 12th, 2019 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
COOPERATION AGREEMENTCooperation Agreement • July 15th, 2024 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of July 14, 2024 (the “Effective Date”), by and between Milestone Pharmaceuticals Inc. (the “Company”) and Alta Fundamental Advisers LLC (“Alta”). The Company and Alta are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 14 below.
AMENDING AGREEMENTEmployment Agreement • June 9th, 2020 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
THIS AMENDING AGREEMENT made with effect as of the 4th day of June 2020 between Milestone Pharmaceuticals Inc. (the “Corporation”) and Francis Plat (the “Executive”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 31st, 2023 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Note Purchase Agreement (this “Agreement”) is entered into as of March 27, 2023 (the “Execution Date”) by and among Milestone Pharmaceuticals Inc., a corporation existing under the Business Corporations Act (Québec) (the “Company”), the purchasers from time to time party hereto (each, a “Purchaser”, and collectively, the “Purchasers”), RTW Investments, LP, as agent for the Purchasers (in such capacity, the “Principal Purchaser”) and Acquiom Agency Services LLC, as collateral agent for the Purchasers (in such capacity, the “Collateral Agent”).
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2023 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • Quebec
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into this 8th day of November 2022 and will be effective as of January 1, 2023 (the “Effective Date”).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 13th, 2023 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of August 4, 2023 (“Amendment”), is made by and among Milestone Pharmaceuticals Inc., a corporation existing under the Business Corporations Act (Québec) (the “Company”), the Purchasers (defined below), RTW Investments, LP, as agent for the Purchasers (in such capacity, the “Principal Purchaser”) and acknowledged and agreed by Acquiom Agency Services LLC, as collateral agent for the Purchasers (in such capacity, the “Collateral Agent”). Capitalized terms used herein, but not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement (defined below).
FORM OF NOTENote Agreement • May 15th, 2023 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations
THIS NOTE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
EXCHANGE AGREEMENTExchange Agreement • March 27th, 2023 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 22nd day of March 2023, by and among Milestone Pharmaceuticals Inc., a corporation continuing under the Business Corporations Act (Québec) (the “Company”) and each of the investors listed on Schedule A attached hereto (each an “Investor” and collectively, the “Investors”).
ContractLicense and Collaboration Agreement • August 11th, 2021 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
