AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is made as of November 25, 2020, by and among Liminal BioSciences Inc., a Canadian corporation (the “Company”), and the undersigned investors who are party to that certain Securities Purchase Agreement dated as of October 29, 2020 (the “Purchase Agreement”), by and among the Company and the investors party hereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
WHEREAS, each Purchaser, severally and not jointly, entered into the Purchase Agreement for the purchase of (i) the aggregate number common shares, no par value per share, of the Company, set forth below such Purchaser’s name on the signature page of the Purchase Agreement, (ii) the aggregate number of warrants of the Company set forth below such Purchaser’s name on the signature page of the Purchase Agreement (the “Warrants”) and (iii) the aggregate number of pre-funded warrants of the Company set forth below such Purchaser’s name on the signature page of the Purchase Agreement;
WHEREAS, pursuant to Section 6.4 of the Purchase Agreement, the Purchase Agreement may be amended with the written consent of the Company and the holders of a majority of the Securities issued to the Purchasers pursuant to the Purchase Agreement;
WHEREAS, as of the date hereof, the Company and undersigned Purchasers comprise the requisite parties necessary to effect this Amendment; and
WHEREAS, in consideration of the promises and the mutual benefits to the parties arising out of this Amendment, the receipt and sufficiency of which are hereby acknowledged by the parties’ execution and delivery hereof, the parties hereto hereby amend the Purchase Agreement as follows.
1.The Number of Warrants to be Acquired.
1.1The Number of Warrants to be Acquired set forth on the signature pages of each of Structured Alpha LP and Armistice Capital Master Fund Ltd. to the Purchase Agreement shall be amended to read in its entirety as follows:
“Number of Warrants to be Acquired: 3,947,367”
. Except as specifically set forth in this Amendment, the terms and provisions of the Purchase Agreement shall remain unmodified.
Entire Agreement
. This Amendment, together with the Purchase Agreement (to the extent not amended hereby) and all exhibits thereto and references therein, constitute the entire agreement among the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties with respect to the subject matter herein.
2.4. Except as otherwise expressly provided herein, this Amendment shall bind and inure to the benefit of the Company and the Purchasers and the respective permitted successors and assigns of the Purchasers and the permitted successors and assigns of the Company. Neither party hereto shall have the right to assign or otherwise transfer this Amendment to any other person without the prior written consent of the other parties hereto.
. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof).
. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts each of which, when so executed and delivered, shall be an original but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.
. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
(Signature Pages Follow)
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement, effective as of the date first above written.
COMPANY:
Liminal BioSciences Inc.
By: /s/ Xxxxx Pritchard________________
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement, effective as of the date first above written.
Structured Alpha LP
By: Thomvest Asset Management Ltd.
Its: General Partner
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: President
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement, effective as of the date first above written.
Armistice Capital Master Fund Ltd.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: General Counsel of Armistice Capital, LLC, the Investment Manager
[Signature Page to Amendment No. 1 to Securities Purchase Agreement]
