Aeterna Zentaris Inc. 20,509,746 Common Shares (no par value per share) Amended and Restated Underwriting AgreementUnderwriting Agreement • February 18th, 2021 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
Aeterna Zentaris Inc., a company incorporated under the laws of the Canada (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,509,746 of its common shares (the “Firm Shares”), no par value per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,076,461 Common Shares as provided in Section 2. The additional 3,076,461 Common Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed o
UNDERWRITER COMMON SHARE PURCHASE WARRANT AETERNA ZENTARIS Inc.Aeterna Zentaris Inc. • February 18th, 2021 • Pharmaceutical preparations • New York
THIS UNDERWRITER COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 17, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aeterna Zentaris Inc., a corporation incorporated under the laws of Canada (the “Company”), up to_____shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares, as defined in Section 1 herein. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement, as defined in Section 1 herein.
