AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • February 27th, 2024 • Aeterna Zentaris Inc. • Pharmaceutical preparations • Alberta
WHEREAS Ceapro and Aeterna Zentaris (the “Parties”) entered into an arrangement agreement dated December 14, 2023 (the “Arrangement Agreement”) setting out the terms and conditions of a plan of arrangement (as amended from time to time, the “Plan of Arrangement”) which provides for, among other things, and subject to the terms and conditions thereof (i) the acquisition by Aeterna Zentaris of all of the issued and outstanding common shares in the share capital of Ceapro (the “Shares”) from the shareholders of Ceapro (the “Shareholders”), which Shares will be exchanged for common shares of Aeterna Zentaris (the “Aeterna Zentaris Shares”) at the exchange ratio (the “Exchange Ratio”) set forth in the Arrangement Agreement, and (ii) the replacement of each of the outstanding options to purchase Shares granted under or otherwise subject to the 2023 amended and restated stock option plan of the Corporation approved by the Shareholders on June 6, 2023, as amended from time to time, for replace
