0001047469-19-002654 Sample Contracts

Milestone Pharmaceuticals Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 2019 • Milestone Pharmaceuticals Inc. • Pharmaceutical preparations • New York

The undersigned is an owner of common shares without par value of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co. (collectively, the “Representatives”) will act as the representatives of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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

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