PROMISSORY NOTEPromissory Note • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
This Promissory Note is delivered in connection with (i) the Memorandum of Agreement (the “Agreement”) executed concurrently herewith by and between Picchio Pharma Inc. and 1324286 Alberta Ltd. and (ii) the promissory note by Picchio Pharma Inc. in favour of Victoria Square Ventures Inc. (the “VSV Promissory Note”). This Promissory Note represents full and final payment of the purchase price under the Agreement.
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS VSV desires to sell, cede, transfer, assign and convey to Picchio 36,066,667 class P special shares of Picchio (the “Picchio Shares”) concurrently with the transfer by Rocabe Investments Inc. to Picchio of its class F special shares of Picchio, and Picchio desires to accept such sale, cession, transfer, assignment and conveyance in accordance with the terms and conditions hereinafter set forth;
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS Rocabe desires to sell, cede, transfer, assign and convey to Picchio 36,066,667 class F special shares of Picchio (the “Picchio Shares”) concurrently with the transfer by Victoria Square Ventures Inc. to Picchio of its class P special shares of Picchio, and Picchio desires to accept such sale, cession, transfer, assignment and conveyance of Rocabe in accordance with the terms and conditions hereinafter set forth;
BOARD REPRESENTATIVE AGREEMENTBoard Representative Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
For the purposes hereof, unless there is something in the subject-matter or context inconsistent therewith, the following terms and expressions shall have the following meanings:
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS on the distribution of Picchio’s property for the purposes of winding-up its affairs, the holders of the Preferred Shares of Picchio are entitled to the Preferred redemption price in preference and priority to all other outstanding classes of shares of Picchio;
MEMORANDUM OF AGREEMENT made on the 18th day of December, 2008.Memorandum of Agreement • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations
WHEREAS on the distribution of Picchio’s property for the purposes of winding-up its affairs, the holders of the Preferred Shares of Picchio are entitled to the Preferred redemption price in preference and priority to all other outstanding classes of shares of Picchio;
PROMISSORY NOTEPromissory Note • December 22nd, 2008 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec
This Promissory Note is delivered in connection with (i) the Memorandum of Agreement (the “Agreement”) executed concurrently herewith by and between Picchio Pharma Inc. and Victoria Square Ventures Inc. and (ii) the promissory note by Picchio Pharma Inc. in favour of 1324286 Alberta Ltd. (the “Alberta Promissory Note”). This Promissory Note represents full and final payment of the purchase price under the Agreement.
