SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2009 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2009, between AEterna Zentaris Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONFIDENTIAL Dennis Turpin Vice President and Chief Financial Officer Æterna Zentaris Inc. 1405 du Parc-Technologique Blvd. Québec, Québec Canada G1P 4P5 Dear Mr. Turpin:Placement Agent Agreement • October 20th, 2009 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Aeterna Zentaris Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including units comprised of common shares in the share capital of the Company (the “Common Shares”) and warrants to purchase Common Shares. For greater certainty, the term “Securities” includes the Rodman Warrants (as defined below) and the Common Shares issuable upon exercise thereof. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company
COMMON SHARE PURCHASE WARRANT ÆTERNA ZENTARIS INC.Common Share Purchase Warrant • October 20th, 2009 • Aeterna Zentaris Inc. • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___(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 October ___, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on October ___, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Æterna Zentaris Inc., a Canadian corporation (the “Corporation”), up to ___common shares (the “Warrant Shares”) of the capital of the Corporation (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) hereof.
