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0001206212-09-000082 Sample Contracts

BOARD REPRESENTATION AGREEMENT
Board Representation Agreement • April 21st, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec

WHEREAS in connection with such subscription of the Notes, Bellus and VSVI wish to formalize their understanding with respect to the right of VSVI to nominate two (2) representatives to the Board of Directors of Bellus;

Standard Contracts

BOARD REPRESENTATION AGREEMENT
Board Representation Agreement • April 21st, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec

WHEREAS in connection with such subscription of the Notes, Bellus and Vitus wish to formalize their understanding with respect to the right of Vitus to nominate two (2) representatives to the Board of Directors of Bellus;

THIS NOTE PURCHASE AGREEMENT made as of the 16th day of April, 2009.
Note Purchase Agreement • April 21st, 2009 • BELLUS Health Inc. • Pharmaceutical preparations • Quebec

WHEREAS in order to provide the Corporation with additional funds to conduct its business, the Purchaser has committed to provide the Corporation with investment funds, in two tranches, on the terms and subject to the conditions set forth herein;