AGENCY AGREEMENTAgency Agreement • January 21st, 2022 • Algernon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
Algernon Pharmaceuticals Inc. (the "Company") hereby engages Mackie Research Capital Corporation (the "Agent") to act as its exclusive agent to offer and sell on a commercially reasonable "best efforts" agency basis a minimum of $2,500,000 of units (the "Minimum Offering") and a maximum of up to $5,000,000 of units (the "Maximum Offering") of the Company (the "Initial Units"), at an offering price of $0.11 per Initial Unit (the "Issue Price"), upon and subject to the terms and conditions contained herein (the "Offering"). Each Initial Unit shall consist of one Common Share (as defined below) (each an "Initial Share" and collectively the "Initial Shares") and one Common Share purchase warrant of the Company (each such Common Share purchase warrant being an "Initial Warrant" and collectively, the "Initial Warrants"). For greater certainty, the Minimum Offering shall consist of 27,727,272 Initial Units and the Maximum Offering shall consist of 45,454,545 Initial Units.
AGENCY AGREEMENTAgency Agreement • January 21st, 2022 • Algernon Pharmaceuticals Inc. • Pharmaceutical preparations
The undersigned, Mackie Research Capital Corporation (the "Agent"), understands that Algernon Pharmaceuticals Inc. (the "Company") proposes to create, offer, issue and sell up to 17,143,000 special warrants of the Company ("Initial Special Warrants"), at a price of $0.35 per Special Warrant (the "Issue Price"), for aggregate gross proceeds of up to $6,000,050, or such other number of Initial Special Warrants as the Agent and the Company may agree (together with the Agent's Option (as defined below), the "Offering"), subject to the terms and conditions set out below. In addition, the Company has granted to the Agent an option (the "Agent's Option") exercisable, in whole or in part, at any time up to forty- eight (48) hours prior to the Time of Closing (as defined herein) to arrange for the sale of such number of additional special warrants of the Company as is equal to up to 15% of the number of Initial Special Warrants (the "Additional Special Warrants" and, together with the Initial S
ALGERNON PHARMACEUTICALS INC. as the Corporation and AST TRUST COMPANY (CANADA) as the Warrant AgentIndenture • January 21st, 2022 • Algernon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
We have read the foregoing representations of our customer,_____________________________________ (the "Seller") with regard to the sale, for such Seller's account, of Class A common shares (the "Shares") of the Corporation represented by certificate number or held in Direct Registration System (DRS) account number . We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), on behalf of the Seller. In that connection, we hereby represent to you as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 21st, 2022 • Algernon Pharmaceuticals Inc. • Pharmaceutical preparations • Manitoba
ALGERNON PHARMACEUTICALS INC., a company incorporated pursuant to the laws of the Province of British Columbia, with an office at 915-700 West Pender Street, Vancouver, British Columbia
DARTMOUTH COLLEGE INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • January 21st, 2022 • Algernon Pharmaceuticals Inc. • Pharmaceutical preparations • New Hampshire
This Intellectual Property License Agreement (this "Agreement") by and between the Trustees of Dartmouth College ("Dartmouth") with an address at 11 Rope Ferry Road, Hanover, New Hampshire 03755, and Algernon Pharmaceuticals, Inc., a corporation with principal offices located at 915 - 700 West Pender Street, Vancouver, British Columbia, V6C 1G8, Canada ("Licensee") is effective as of August 6, 2021 (the "Effective Date").
EXECUTIVE EMPLOYMENT AGREEMENTAlgernon Pharmaceuticals Inc. • January 21st, 2022 • Pharmaceutical preparations • Manitoba
ALGERNON PHARMACEUTICALS INC., a company incorporated pursuant to the laws of the Province of British Columbia, with an office at 915-700 West Pender Street, Vancouver, British Columbia
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 21st, 2022 • Algernon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
BREATHTEC BIOMEDICAL, INC., a corporation existing under the laws of the Province of British Columbia, having an office at Suite 915 - 700 West Pender Street, Vancouver, British Columbia V6C 1G8 (hereinafter referred to as the "Purchaser") - and - NASH PHARMACEUTICALS INC. a corporation existing under the laws of the Province of British Columbia, having an office at 179 McDermot Avenue, Winnipeg, Manitoba R3B 0S1 (hereinafter referred to as "NASH") -and- The common shareholders of NASH listed in the attached Schedule "A" (which shareholders, together, if applicable, with any persons that become shareholders of NASH prior to Closing, hereinafter collectively referred to as, the "Shareholders", and individually as, a "Shareholder") -and- The warrantholders of NASH listed in the attached Schedule "B" (hereinafter collectively referred to as, the "Warrantholders", and individually as, a "Warrantholder")
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2022 • Algernon Pharmaceuticals Inc. • Pharmaceutical preparations • Manitoba
ALGERNON PHARMACEUTICALS INC., a company incorporated pursuant to the laws of the Province of British Columbia, with an office at 915-700 West Pender Street, Vancouver, British Columbia
