AGENCY AGREEMENTAgency Agreement • November 21st, 2017 • Ontario
Contract Type FiledNovember 21st, 2017 JurisdictionThe undersigned, Canaccord Genuity Corp. (the “Lead Agent”), as lead agent, together with Mackie Research Capital Corporation and Haywood Securities Inc. (collectively with the Lead Agent, the "Agents" and each individually an "Agent") understand that Phivida Holdings Inc. (the "Company") proposes to issue and sell a minimum of 1,250,000 units (the “Minimum Offering”) and a maximum of 12,500,000 units (“Units”) of the Company (the "Offered Securities") at a price of $0.40 per Unit for aggregate gross proceeds to the Company of up to $5,000,000. Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of $0.75 for a period of 24 months following Closing (as defined below), subject to the terms set out in the Warrant Indenture (hereinafter defined) and including an acceleration provision whereby if, at