SHARE SUBSCRIPTION AGREEMENT by and among AGUONO LIMITED, TRIBUTE PHARMACEUTICALS CANADA INC., POZEN INC., QLT INC. and THE OTHER CO-INVESTORS IDENTIFIED ON SCHEDULE I HERETO Dated as of June 8, 2015Share Subscription Agreement • June 12th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
This SHARE SUBSCRIPTION AGREEMENT, dated June 8, 2015 (the “Agreement”), is by and among QLT Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“Purchaser”), Tribute Pharmaceuticals Canada Inc., a corporation existing under the laws of the Province of Ontario, Canada (“Tribute”), POZEN Inc., a Delaware corporation (“Pozen”), Aguono Limited, a private limited company incorporated in Ireland with registered number 561617 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland (the “Company”) and, other than Purchaser, the Persons identified on Schedule I hereto (each an “Investor” and together, the “Investors”).
AGREEMENT AND PLAN OF MERGER AND ARRANGEMENT AMONG TRIBUTE PHARMACEUTICALS CANADA INC., AGUONO LIMITED, TRAFWELL LIMITED, ARLZ US ACQUISITION CORP., ARLZ CA ACQUISITION CORP., AND POZEN INC. June 8, 2015Agreement and Plan of Merger and Arrangement • June 12th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made as of June 8, 2015 among Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of the Province of Ontario (“Tribute”), Aguono Limited, a private limited company incorporated in Ireland with registered number 561617 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland (“Parent”), Trafwell Limited, a private limited company incorporated in Ireland with registered number 561618 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland (“Ltd2”), ARLZ US Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned indirect subsidiary of Parent (“US Merger Sub”), ARLZ CA Acquisition Corp., a corporation incorporated under the laws of the Province of Ontario and a wholly-owned indirect subsidiary of Parent (“Can Merger Sub”) and POZEN Inc., a corporation incorporated under the laws of the State of Delaware (“Pozen”).
FACILITY AGREEMENTFacility Agreement • June 12th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Delaware
FACILITY AGREEMENT (this “Agreement”), dated as of June 8, 2015, between Borrower (hereinafter defined), POZEN Inc., a Delaware corporation (“Pozen”), Tribute Pharmaceuticals Canada Inc., an Ontario corporation (“Tribute”, and together with Borrower, Parent (hereinafter defined), to the extent that Irish Finco (hereinafter defined) is substituted for Parent as the Borrower and Pozen, each a “Credit Party” and collectively, the “Credit Parties”), and the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “Lenders” and, together with the Borrower, the “Parties”).
SUPPORT AGREEMENTSupport Agreement • June 12th, 2015 • Tribute Pharmaceuticals Canada Inc. • Pharmaceutical preparations • Ontario
WHEREAS the Shareholder is the registered and/or direct or indirect beneficial owner of (i) that number of issued and outstanding Tribute Shares (as defined herein), (ii) that number of Tribute Options (as defined herein) and (iii) that number of Tribute Warrants (as defined herein), in each case as set forth opposite its name on Schedule A hereto;
