MEDICUS PHARMA LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (the "Units"), with each Unit consisting of one of the Company's common shares, no par value (the "Shares"), and one warrant to purchase one Share (the "Warrant") to the several underwriters (such underwriters, for whom Maxim Group LLC ("Maxim" or the "Representative") is acting as representative, the "Underwriters" and each an "Underwriter"). Such Units are hereinafter collectively called the "Firm Securities." The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the "Option") to purchase up to an additional [ ] Shares (the "Option Shares") and/or [ ] Warrants (the "Option Warrants", and together with the Units and Option Shares and Option Warrants, the "Offered Units") on the terms set forth in Section 1(b) hereof. The Option Shares and Opt
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2024 • Medicus Pharma Ltd. • Pennsylvania
WHEREAS the Company wishes to employ the Executive and the Executive wishes to be employed by the Company pursuant to the terms and conditions of this Agreement.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 29th, 2024 • Medicus Pharma Ltd.
This Agreement is made and entered into as of the 29th day of April, 2016 ("Effective Date"), by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 200 Gardner Steel Conference Center, Thackeray and O'Hara Streets, Pittsburgh, Pennsylvania 15260 ("University"), and Skinject Inc., with its principal business at 4981 McKnight Road, Suite 101371, Pittsburgh, PA 15237 ("Licensee").
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 29th, 2024 • Medicus Pharma Ltd.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 29th, 2024 • Medicus Pharma Ltd.
This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this "First Amendment") is made as of February 26, 2020 , by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("University") and SkinJect Inc. ("Licensee").
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2024 • Medicus Pharma Ltd. • Pennsylvania
WHEREAS the Company wishes to employ the Executive and the Executive wishes to be employed by the Company pursuant to the terms and conditions of this Agreement.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 29th, 2024 • Medicus Pharma Ltd.
A CLINICAL TRIAL AGREEMENT (the "Agreement") is EFFECTIVE the 3rd day of December 2021 (the "Effective Date") BETWEEN: SkinJect, Inc.Clinical Trial Agreement • May 29th, 2024 • Medicus Pharma Ltd. • New York
COMMON SHARE PURCHASE WARRANT MEDICUS PHARMA LTD.Common Share Purchase • July 15th, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on _____1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), up to ______ common shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") shall initially be the sole registered holder of this Warrant, s
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 29th, 2024 • Medicus Pharma Ltd. • Ontario
WHEREAS, subject to the terms and conditions hereof, the Purchaser wishes to acquire the businesses of Skinject pursuant to the Business Combination (as hereinafter defined) whereby, upon the completion of the Business Combination in the manner described herein, Skinject will become a wholly owned subsidiary of the Purchaser; and
MEDICUS PHARMA LTD. and Odyssey Transfer and Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 15th, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations • Minnesota
WARRANT AGENCY AGREEMENT, dated as of [ ], 2024 ("Agreement"), between Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), and Odyssey Transfer and Trust Company, as warrant agent, a corporation organized under the laws of Minnesota (the "Warrant Agent").
MEDICUS PHARMA LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (the "Units"), with each Unit consisting of one of the Company's common shares, no par value (the "Shares"), and one warrant to purchase one Share (the "Warrant") to the several underwriters (such underwriters, for whom Maxim Group LLC ("Maxim" or the "Representative") is acting as representative, the "Underwriters" and each an "Underwriter"). Such Units are hereinafter collectively called the "Firm Securities." The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the "Option") to purchase up to an additional [ ] Shares (the "Option Shares") and/or [ ] Warrants (the "Option Warrants", and together with the Units and Option Shares and Option Warrants, the "Offered Units") on the terms set forth in Section 1(b) hereof. The Option Shares and Opt
MANAGEMENT AGREEMENTManagement Agreement • July 15th, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations
This confidential Agreement (the "Agreement") is made as of October 18, 2023 by and between Medicus Pharma Ltd (MDCX), and Rbx Capital, LP, ("RBx").
MEDICUS PHARMA LTD. 10.00% Unsecured Convertible Notes due 2025 INDENTURE Dated as of May 3, 2024 Odyssey Trust Company, as TrusteeIndenture • May 29th, 2024 • Medicus Pharma Ltd. • Ontario
Pursuant to Section 2.13 of the Indenture, the undersigned registered holder of 10.00% Unsecured Convertible Notes due 2025 hereby notifies you that the undersigned is irrevocably electing to receive [the accrued interest due on the Interest Payment Date which occurs on____________, 20_____] [the accrued and unpaid interest due upon the conversion of the Notes on or about ____________, 20_____] in cash.
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 29th, 2024 • Medicus Pharma Ltd.
This SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this "First Amendment") is made as of April 23, 2024, by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("University") and Medicus Pharma, Ltd. ("Licensee").
MEDICUS PHARMA LTD. and Odyssey Transfer and Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 9th, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2024 ("Agreement"), between Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), and Odyssey Transfer and Trust Company, as warrant agent, a corporation organized under the laws of Minnesota (the "Warrant Agent").
