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Schedule “A”
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Convertible Securities
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Schedule “B”
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Corporation IP
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Schedule “C”
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Licensor Contracts
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1.
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Nature of the Transaction
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(a)
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not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been
filed by the Corporation with the Canadian Securities Regulators and, if required by U.S. Securities Laws, the SEC, on or before the day such marketing materials are first provided to any potential investor;
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(b)
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not to provide any potential investor with any materials or information in relation to the Distribution of the Qualified Securities
or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 1; (ii) the Prospectus and any Prospectus Amendments; and (iii) any standard term sheets approved in writing by
the Corporation and the Agent; and
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(c)
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that any marketing materials approved and filed in accordance with this Section 1 and any standard term sheets approved in writing
by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.
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2.
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Final Prospectus
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(a)
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The Corporation shall, as soon as reasonably practicable following the execution of this Agreement, use its commercially reasonable
efforts to: (i) prepare and file the Final Prospectus in each of the Canadian Selling Jurisdictions and with the SEC; (ii) obtain, pursuant to the Passport System, the Final Receipt; and (iii) take all other steps and proceedings that may
be necessary to be taken by the Corporation in order to: (A) qualify the Qualified Securities for Distribution in each of the Canadian Selling Jurisdictions under Applicable Securities Laws; and (B) qualify the grant of the Compensation
Warrants in each of the Canadian Selling Jurisdictions under Applicable Securities Laws, on or before 5:00 p.m. (Toronto time) on the date hereof or such later date as the Corporation and the Agent may agree.
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(b)
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The Corporation shall, as soon as possible following receipt by the Corporation of the Final Receipt, use its commercially
reasonable efforts to: (i) obtain the Effective Notice from the SEC; and (ii) take all other steps and proceedings that may be necessary to be taken by the Corporation in order to: (A) qualify the Qualified Securities for Distribution in
the United States under U.S. Securities Laws and (B) qualify the Compensation Warrants in the United States under U.S. Securities Laws.
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(c)
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Until the date on which the Distribution of the Qualified Securities is completed, the Corporation will use commercially reasonable
efforts to promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required or desirable under Applicable Securities Laws of the Canadian Selling Jurisdictions and the United States under
the U.S. Securities Act to continue to qualify the Distribution of the Qualified Securities and the Compensation Warrants, or, in the event that the Qualified Securities and the Compensation Warrants have, for any reason, ceased to so
qualify, to so qualify again the Qualified Securities and the Compensation Warrants for Distribution in such Selling Jurisdictions.
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(a)
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The Agent has complied and will comply, and shall require any other Selling Firm with which the Agent has a contractual
relationship in respect of the Distribution of the Qualified Securities (including, for the avoidance of doubt, the U.S. Selling Group Members) to comply, with Applicable Securities Laws in connection with the Distribution of the
Qualified Securities, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agent herein, to the extent applicable, and shall offer the Qualified Securities for sale to the public in the
Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agent agrees to obtain such an agreement of each Selling Firm. The Agent has offered and will offer,
and shall require any Selling Firm to offer, for sale to the public and sell the Qualified Securities only in those jurisdictions where they may be lawfully offered for sale or sold.
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(b)
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The Agent shall, and shall require any Selling Firm to agree to, distribute the Qualified Securities in a manner which complies
with and observes all Applicable Laws in each jurisdiction into and from which they may offer to sell Qualified Securities or distribute the Prospectus or any Prospectus Amendment in connection with the Distribution of the Qualified
Securities and will not, directly or indirectly, offer, sell or deliver any Qualified Securities or deliver the Prospectus or any Prospectus Amendment to any person in any jurisdiction other than in the Canadian Selling Jurisdictions and
the United States except in a manner which will not require the Corporation to comply with the registration, prospectus, filing or other similar requirements under the Applicable Laws relating to securities of such other jurisdictions.
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(c)
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The Agent shall use all reasonable efforts to complete the Distribution of the Qualified Securities pursuant to the Prospectus as
early as practicable and the Agent shall advise the Corporation in writing when, in the opinion of the Agent, the Agent has completed the Distribution of the Qualified Securities and within 25 days of the last Closing Date provide a
breakdown of the number of Qualified Securities distributed and proceeds received in each of the Canadian Selling Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities
Regulators.
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(d)
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The Agent shall deliver a copy of the Prospectus and any Prospectus Amendment to each Purchaser.
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(e)
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The Agent represents and warrants to the Corporation and acknowledges that the Corporation is relying upon such representations and
warranties in entering into this Agreement that:
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(i)
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it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was
incorporated;
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(ii)
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it holds all licenses and permits that are required for carrying on its business in the manner in which such business has been
carried on;
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(iii)
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it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this
Agreement on the terms and conditions set forth herein;
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(iv)
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all information reasonably requested by the Agent and its counsel in connection with the due diligence investigations of the Agent
will be treated by the Agent and its counsel as confidential and will only be used in connection with the Offering;
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(v)
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it is an appropriately registered investment dealer under provincial securities laws, rules and regulations of the Canadian Selling
Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder;
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(vi)
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it and each Selling Firm that is not registered as a broker-dealer under Section 15 of the U.S. Exchange Act will not offer or sell
any of the Qualified Securities in the United States or to, or for the account or benefit of, U.S. Persons other than through a U.S. Selling Group Member or otherwise in compliance with Rule 15a-6 under the U.S. Exchange Act; and
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(vii)
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all offers and sales of the Qualified Securities in the United States or to, or for the account or benefit of, U.S. Persons will
be effected by a U.S. Selling Group Member in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Selling Group Member is, and will be on the date of each offer or sale of the Qualified Securities
in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective states’
broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.
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(f)
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The representations and warranties of the Agent contained in this Agreement shall be true at the Closing Time and Over-Allotment
Closing Time and they shall survive the completion of the transactions contemplated under this Agreement until the third anniversary of
the last Closing Date.
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4.
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Deliveries
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(a)
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The Corporation shall deliver, or cause to be delivered to the Agent, without charge:
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(i)
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on the date hereof, a copy of the Preliminary Prospectus and the Final Prospectus, each signed and certified as required by
Applicable Securities Laws;
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(ii)
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contemporaneously with the filing of the Final Prospectus, a copy of any other document required to be filed or that is otherwise
delivered by the Corporation in respect of the Offering under the laws of each of the Selling Jurisdictions in compliance with Applicable Securities Laws, to the extent not available on SEDAR or EDGAR;
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(iii)
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prior to the filing of the Final Prospectus, copies of correspondence indicating that the application for the listing and posting
for trading on the TSX of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Compensation Shares have been approved for listing subject only to satisfaction by the Corporation of the Standard Listing
Conditions;
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(iv)
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contemporaneously with, prior to, or as soon as reasonably practicable after the filing of the Final Prospectus but in any event
prior to the Initial Closing Date, copies of the correspondence indicating that the NASDAQ has been properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Compensation
Shares on the NASDAQ;
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(v)
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contemporaneously with, or prior to, the filing of the Final Prospectus, a “long form” comfort letter dated the date of the Final
Prospectus, in form and substance satisfactory to the Agent, addressed to the Agent from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which
letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the Corporation’s Auditors consent letter
addressed to the Canadian Securities Regulators; and
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(vi)
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prior to the filing of any Prospectus Amendment with the Securities Regulators and/or the SEC, a copy of such Prospectus Amendment
signed and certified as required by Applicable Securities Laws of the Canadian Selling Jurisdictions. Concurrently with the delivery of any Prospectus Amendment, the Corporation shall deliver to the Agent and the Agent’s counsel, with
respect to such Prospectus Amendment, opinions, comfort letters and such other documentation substantially equivalent or similar to those referred to in this Section 4, as appropriate or reasonably requested by the Agent in the circumstances.
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(b)
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Delivery of the Prospectus and any Prospectus Amendment shall constitute a representation and warranty by the Corporation to the
Agent that, as at the date of the Prospectus or Prospectus Amendment, as the case may be: (i) all information and statements (except information and statements relating solely to the Agent and provided by the Agent in writing) contained
in the Prospectus and any Prospectus Amendments are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the
Qualified Securities; (ii) no material fact or information has been omitted from such disclosure (except facts or information relating solely to the Agent and provided by the Agent in writing) which is required to be stated in such
disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; (iii) such documents comply in all material respects with the
requirements of the Applicable Securities Laws of the Canadian Selling Jurisdictions and the U.S. Securities Act, and have been filed (and a receipt or notice of effectiveness of such filing will be obtained, if required) in each of the
Canadian Selling Jurisdictions and the United States, as applicable; and (iv) except as set forth or contemplated in the Prospectus or any Prospectus Amendment, there has been no material change (actual, anticipated, contemplated,
proposed or threatened) in the business, affairs, business prospects, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation since the end of the period covered by the Financial Statements. Such
deliveries shall also constitute the Corporation’s consent to the use by the Agent and any Selling Firm of the Prospectus and any Prospectus Amendment in connection with the Distribution of the Qualified Securities in the Selling
Jurisdictions in compliance with this Agreement and Applicable Securities Laws.
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(c)
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The Corporation shall cause commercial copies of the Final Prospectus and any Prospectus Amendment to be delivered to the Agent
without charge, in such numbers and in such cities as the Agent may reasonably request. Such delivery shall be effected as soon as possible after obtaining the Final Receipt and, in any event, no later than 12:00 p.m. (Toronto time) on
March 19, 2019 in respect of the Final Prospectus and 12:00 p.m. (Toronto time) on March 20, 2019 in respect of the Form F-10 or such other date and time as may be agreed upon by the Agent and the Corporation. The Corporation shall
similarly cause to be delivered commercial copies of any Prospectus Amendment.
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5.
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Material Change During Distribution
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(a)
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During the Distribution of the Qualified Securities, the Corporation shall promptly notify the Agent in writing of:
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(i)
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any material change (actual, anticipated, contemplated, proposed or threatened) in the business, affairs, business prospects,
operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation;
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(ii)
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any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had
the fact arisen or been discovered on, or prior to, the date of the Prospectus; and
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(iii)
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any change in any material fact or matter covered by a statement contained in the Prospectus or any Prospectus Amendment
(collectively, the “Offering Documents”) which change is, or may be, of such a nature as to render any of the Offering Documents
misleading or untrue or which would result in a misrepresentation in any of the Offering Documents or which would result in the Prospectus or any Prospectus Amendment not complying with the Applicable Securities Laws or other laws of any
Canadian Selling Jurisdiction or the SEC.
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(b)
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The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will prepare and will file any Prospectus Amendment,
which, in the opinion of the Agent and its counsel, acting reasonably, may be necessary to continue to qualify the Qualified Securities for Distribution in each of the Canadian Selling Jurisdictions and the United States.
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(c)
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In addition to the provisions of subsections 5(a) and 5(b), the Corporation shall, in good faith, discuss with the Agent any fact
or change in circumstances (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this section and shall
consult with the Agent with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall
be filed with any Securities Regulator prior to the review thereof by the Agent and its counsel, acting reasonably.
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6.
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Covenants of the Corporation
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(a)
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shall advise the Agent, promptly after receiving notice thereof, of the time when the Final Prospectus and any Prospectus Amendment
has been filed with the Canadian Securities Regulators and the SEC, and receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory
to the Agent of each such filing and copies of such receipts;
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(b)
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shall advise the Agent promptly after receiving the Effective Notice and shall provide evidence thereof;
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(c)
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shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Agent (and its counsel and consultants) to conduct
all due diligence which the Agent may reasonably require or consider necessary or appropriate in order to fulfill the Agent’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the
Agent (and its counsel and consultants) reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without
limiting the scope of the due diligence inquiry the Agent (or its counsel and consultants) may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Agent may
have and to participate in one or more due diligence sessions to be held prior to each Closing and Over-Allotment Closing (collectively, the “Due
Diligence Session”). The Agent shall distribute a list of written questions in advance of each Due Diligence Session;
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(d)
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shall forthwith advise the Agent of, and provide the Agent with copies of, any written communications relating to:
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(i)
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the issuance by any securities regulatory authority, including the Exchanges, of any order suspending or preventing the use of the
Prospectus or any Prospectus Amendment or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and
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(ii)
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the receipt of any material communication from any securities regulatory authority, including the Exchanges or other authority
relating to the Prospectus or any Prospectus Amendment or the Offering;
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(e)
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shall use its commercially reasonable efforts to prevent the issuance of any order referred to in (d)(i) above and, if issued,
shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicable;
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(f)
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shall use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in
default of the requirements of the Applicable Securities Laws of each of the Canadian Selling Jurisdictions and the United States for as long as any Warrants remain outstanding, other than in a business combination or similar transaction
where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws;
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(g)
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shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or such other
recognized stock exchange or quotation system as the Agent may approve, acting reasonably, for as long as any Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of
the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws;
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(h)
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shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment
Warrant Shares and Compensation Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares,
Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Compensation Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Initial Closing Date;
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(i)
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shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the
heading “Use of Proceeds”; and
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(j)
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shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions
contemplated herein.
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7.
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Representations and Warranties of the Corporation
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(a)
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the Corporation has been duly incorporated, continued or amalgamated and is validly existing under the laws of its governing
jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the Corporation has all requisite corporate power and authority to carry
out its obligations under this Agreement, the Warrant Indenture (upon execution and delivery thereof), the Compensation Warrant Certificates (upon execution and delivery thereof) and any other document, filing, instrument or agreement delivered in connection with the Offering, and to carry out its obligations hereunder and thereunder;
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(b)
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no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation to
which the Corporation is a party or of which the Corporation has knowledge;
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(c)
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the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of
any company;
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(d)
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all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the
execution and delivery of this Agreement and the sale of the Offered Units, and the consummation of the transactions contemplated hereby, have been made or obtained or will be obtained prior to the Initial Closing Date, as applicable,
subject only to the Standard Listing Conditions and any post-Closing notice filings required under applicable United States federal or state securities laws;
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(e)
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upon the execution and delivery thereof, each of this Agreement, the Warrant Indenture, the Warrant Certificates and the
Compensation Warrant Certificates shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the
fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Laws;
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(f)
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the currently issued and outstanding Common Shares are listed and posted for trading on the Exchanges and no order ceasing or
suspending trading in the Common Shares or prohibiting the trading of any of the Common Shares has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened;
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(g)
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the definitive form of certificate representing the Common Shares complies with the requirements of the Business Corporations Act (Ontario), complies with the requirements of the TSX Manual and does not conflict with the constating documents of the
Corporation;
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(h)
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the Annual Financial Statements:
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(i)
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have been prepared in accordance with international financial reporting standards in Canada consistently applied throughout the
period referred to therein;
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(ii)
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contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and
liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended; and
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(iii)
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contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the
Corporation,
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(i)
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the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of
any of the Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities;
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(j)
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all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes,
custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively,
“Taxes”) due and payable by the Corporation have been paid except where the failure to pay such taxes would not have a Material Adverse
Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete
and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where such failure would not have a Material Adverse Effect. The Corporation has not received any written notice
regarding examination of any tax return of the Corporation currently in progress and the Corporation has no knowledge of any facts that could give rise to any such examination and there are no issues or disputes outstanding with any
governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation except where such examinations would not have a Material Adverse Effect;
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(k)
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the Scientific Research and Experimental Development (“SR&ED”) credits receivable as described in the Offering Documents and any other SR&ED credits otherwise applied for by the Corporation are based on underlying work, expenses and claims of the
Corporation giving rise to such SR&ED credits which satisfy the requirements of the Income Tax Act (Canada) in order for the
Corporation to claim or have claimed such SR&ED credits, and to the knowledge of the Corporation there are no facts, circumstances or basis upon which the applicable taxing authority could reject, disallow, adversely reassess or deny
the Corporation any such SR&ED credits, except as otherwise disclosed to the Agent in writing;
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(l)
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the Corporation’s Auditors, which are the auditors who audited the Annual Financial Statements and who provided their audit report
thereon, are independent public accountants under Applicable Securities Laws of the Canadian Selling Jurisdictions and there has never been a “reportable disagreement” (within the meaning of NI 51-102) between the Corporation and the
Corporation’s Auditors;
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(m)
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the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that:
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(i)
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transactions are executed in accordance with management’s general or specific authorization;
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(ii)
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transactions are recorded as necessary to permit preparation of financial statements in conformity with international financial
reporting standards and to maintain accountability for assets;
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(iii)
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access to assets is permitted only in accordance with management’s general or specific authorization; and
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(iv)
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the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences;
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(n)
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the Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators with respect to the
Corporation’s annual and interim filings with Canadian Securities Regulators;
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(o)
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the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110
– Audit Committees of the Canadian Securities Administrators;
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(p)
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except for the Warrants, the Over-Allotment Warrants, the Compensation Warrants and as set forth in Schedule “A” to this Agreement,
no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation, and no rights, warrants or options to
acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding;
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(q)
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all information which has been prepared by the Corporation relating to the Corporation and its business, properties and liabilities
that is or has been publicly disclosed or otherwise provided to the Agent or its counsel, including any investor or corporate presentations posted on the Corporation’s website, and all financial, marketing, sales and operational
information, is, as of the date of such information, true and correct in all material respects, contains no misrepresentation and no fact or facts have been omitted therefrom which would make such information misleading;
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(r)
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except as properly disclosed in the Offering Documents, the Corporation has not approved, has not entered into any agreement in
respect of, and to the knowledge of the Corporation there are no facts or circumstances in respect of:
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(i)
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the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material
property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise;
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(ii)
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the issuance of any securities of the Corporation or a right of first refusal with respect to the issuance by the Corporation of
any securities;
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(iii)
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any change in control of the Corporation (whether by sale, transfer or other disposition of shares or sale, transfer, lease or
other disposition of all or substantially all of the property and assets of the Corporation);
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(iv)
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a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding
shares of the Corporation; or
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(v)
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an agreement in force or having the effect of which in any manner affects or will affect the voting or control of any of the
securities of the Corporation;
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(s)
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no legal or governmental proceedings are pending to which the Corporation is a party or to which its property is subject that would
result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened against, or are contemplated with respect to, the Corporation or its properties;
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(t)
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the Corporation is the legal and beneficial owner, free of all mortgages, liens, charges, pledges, security interests,
encumbrances, claims or demands whatsoever, of the interests in personal property referred to as owned by it in the Prospectus, and all material agreements under which the Corporation holds an interest in personal property are in good
standing according to their terms;
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(u)
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the minute books and records of the Corporation made available to counsel for the Agent in connection with its due diligence
investigations of the Corporation are all of the minute books and records of the Corporation and contain copies of all material proceedings of the shareholders, the board of directors and all committees of the board of directors of the
Corporation to the date of review of such corporate records and minute books, and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the
Corporation not reflected in such minute books and other records;
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(v)
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the Corporation is, and will be at the Closing Time and Over-Allotment Closing Time, an Eligible Issuer and a reporting issuer
under Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation is not in default in any material respect of any requirement of Applicable Securities Laws and the Corporation is not included in a list of
defaulting reporting issuers maintained by the applicable Securities Regulators. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all
material changes relating to it and, since January 1, 2016, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite
material change report has not been filed, except to the extent that the Offering and the transactions contemplated thereunder may constitute a material change;
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(w)
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on March 5, 2019, the Corporation filed the Preliminary Prospectus in each of the Canadian Selling Jurisdictions and obtained,
pursuant to the Passport System, a receipt or deemed receipt dated March 5, 2019 from the Ontario Securities Commission, as principal regulator, on behalf of the Canadian Securities Regulators for the Preliminary Prospectus;
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(x)
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the execution and delivery of each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Warrant
Certificates and the compliance with all provisions contemplated thereunder, the Offering and sale of the Qualified Securities and the issuance of the Qualified Securities and the Compensation Warrants does not and will not:
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(i)
|
require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange,
securities regulatory authority or other third party (in each case in the Selling Jurisdictions), except: (A) such as have been obtained; or (B) such as may be required and will be obtained by the Closing Time on the Initial Closing Date;
|
|
(ii)
|
result in a breach of, or default under, nor create a state of facts which, after notice or lapse of time or both, would result in
a breach of or default under, nor conflict with:
|
|
(A)
|
any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, board of directors or
any committee of the board of directors of the Corporation;
|
|
(B)
|
any Applicable Law applicable to the Corporation, including the Applicable Securities Laws, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Corporation; or
|
|
(C)
|
any Material Agreement; or
|
|
(iii)
|
give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the
Corporation or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any of its properties;
|
|
(y)
|
the authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on
March 15, 2019, 22,694,355 Common Shares are issued and outstanding as fully paid and non-assessable;
|
|
(z)
|
other than as contemplated hereby, there is no person acting or purporting to act at the request or on behalf of the Corporation
that is entitled to any brokerage or finder’s fee in connection with the Offering;
|
|
(aa)
|
all material disclosure filings required to be made by the Corporation pursuant to Applicable Securities Laws of the Canadian
Selling Jurisdictions from January 1, 2016 have been made and such disclosure and filings contained no material misrepresentation as at the respective dates thereof;
|
|
(bb)
|
all forward-looking information and statements of the Corporation contained in the Prospectus and the assumptions underlying such
information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made or based
on assumptions that are reasonable;
|
|
(cc)
|
the statistical, industry and market related data included in the Prospectus are derived from sources which the Corporation
reasonably believes to be accurate, reasonable and reliable, and such data agrees in all material respects with the sources from which it was derived;
|
|
(dd)
|
the Corporation has no knowledge of any legislation, or proposed legislation (published by a legislative body), which it
anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation;
|
|
(ee)
|
the Corporation is in material compliance with all Applicable Laws respecting employment and employment practices, terms and
conditions of employment, pay equity and wages, except where non-compliance with such laws could not reasonably be expected to have a Material Adverse Effect, and has not and is not engaged in any unfair labour practice;
|
|
(ff)
|
except as properly disclosed in the Offering Documents, there has not been and there is not currently any labour disruption or
conflict which could reasonably be expected to have a Material Adverse Effect;
|
|
(gg)
|
the Corporation does not have any loans or other indebtedness outstanding which have been made to any of its officers, directors or
employees, past or present, any known holder of more than 10% of any class of shares of the Corporation, or any person not dealing at arm’s length with the Corporation that are currently outstanding;
|
|
(hh)
|
except as disclosed in the Disclosure Record, none of the directors, officers or employees of the Corporation, any known holder of
more than 10% of any class of shares of the Corporation, or any associate or affiliate of any of the foregoing persons, had or has any material interest, direct or indirect, in any transaction or any proposed transaction that was or is
material to the Corporation;
|
|
(ii)
|
the Corporation maintains insurance covering the properties, operations, personnel and businesses of the Corporation as the
Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in the reasonable opinion of management of the Corporation to protect the Corporation and the business of the
Corporation; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; and the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such
insurance expires;
|
|
(jj)
|
the Corporation (i) is in compliance with any and all Applicable Laws relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all
permits, licenses or other approvals required under applicable Environmental Laws to conduct its business, (iii) is in compliance with all terms and conditions of any such permit, license or approval, (iv) to the knowledge of the
Corporation, there have been no past, and there are no pending or threatened claims, complaints, notices or requests for information received by the Corporation with respect to any alleged material violation of any Environmental Law, and
(v) to the knowledge of the Corporation, no conditions exist at, on or under which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law; except where such non-compliance,
failure to receive a permit, licence or other approval, claim or condition would not, singly or in the aggregate, have or would be expected to have a Material Adverse Effect on the Corporation;
|
|
(kk)
|
no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the
Corporation has been issued by any securities regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by
any securities regulatory authority;
|
|
(ll)
|
the Corporation has not made any loans to, or guaranteed the obligations of, any person;
|
|
(mm)
|
with respect to each of the premises of the Corporation which is material to the Corporation and which the Corporation occupies as
tenant (the “Leased Premises”), the Corporation has the right to occupy and use such Leased Premises, and each of the leases pursuant
to which the Corporation occupies the Leased Premises are in good standing and in full force and effect, and neither the Corporation nor any other party thereto is in breach of any material covenants, conditions or obligations contained
therein;
|
|
(nn)
|
there have not been and there are not currently any material disagreements with any of the employees of the Corporation which are
adversely affecting the carrying on of the business of the Corporation;
|
|
(oo)
|
there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body,
domestic or foreign, including, for the avoidance of doubt, any Regulatory Authority, now pending or threatened against or affecting the Corporation, which would cause a Material Adverse Effect;
|
|
(pp)
|
the Transfer Agent at its principal offices in the City of Toronto has been duly appointed as registrar and transfer agent for the
Common Shares;
|
|
(qq)
|
neither the Corporation, nor to the knowledge of the Corporation, any director, officer, agent, employee or other person associated
with or acting on behalf of the Corporation has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated any applicable anti-bribery, export control and economic sanctions laws including any provision of the Corruption of Foreign Officials Act (Canada) or the United
States Foreign Corrupt Practice Act; or
(iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;
|
|
(rr)
|
the Corporation holds all of the permits, licenses and like authorizations necessary for it to carry on its business in each
jurisdiction where such business is carried on that are material to the conduct of the business of the Corporation (as such business is currently conducted), including, but not limited to, permits, licenses and like authorizations from
Regulatory Authorities (collectively, the “Material Permits”); all such Material Permits which are so required are valid and subsisting
and in good standing and none of the same contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in a materially adverse manner the operation of the business of the
Corporation, as now carried on or proposed to be carried on, as set out in the Prospectus, and the Corporation is not in breach thereof or in default with respect to filings to be effected or conditions to be fulfilled in order to
maintain such Material Permits in good standing;
|
|
(ss)
|
the Corporation is and at all times has been in material compliance with each Material Permit held by it and is not in violation
of, or in default under, any such Material Permit in any material respect, except in any case where the Corporation has received a valid and effective waiver of such violation or default;
|
|
(tt)
|
all clinical studies, tests and trials being conducted by or on behalf of the Corporation that have been or will be submitted to
any governmental entity, including any Regulatory Authority, including in Canada and the European Union, in connection with any Material Permits, are being or have been conducted by the Corporation or, to the knowledge of the Corporation,
are being or have been conducted on behalf of the Corporation, in compliance in all material respects with applicable experimental protocols, procedures and controls pursuant to generally accepted professional scientific standards and
applicable local, provincial, state, federal and foreign legal requirements, rules and regulations (including Applicable Laws administered by the Regulatory Authorities);
|
|
(uu)
|
the results of the clinical studies, tests and trials being conducted by or on behalf of the Corporation described in the
Prospectus are accurate and complete in all material respects and, to the knowledge of the Corporation, there are no other trials, studies or tests, the results of which could reasonably call into question the results described or
referred to in the Prospectus; and the Corporation has not received any notices or other correspondence from such Regulatory Authorities or any other governmental agency or any other person requiring the termination, suspension or
material modification of any research, pre-clinical and clinical validation studies or other studies and tests that are described in the Prospectus or the results of which are referred to therein;
|
|
(vv)
|
except (i) with respect to Intellectual Property to which ownership is not statutorily protected, (ii) reversionary and moral
rights, and (iii) for the Intellectual Property identified in Schedule “C”, the Corporation is the sole legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in and to all Corporation IP
free and clear of all encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interest of any kind or nature, and the Corporation has no knowledge of any claim of adverse ownership in
respect thereof;
|
|
(ww)
|
Schedule “B” to this Agreement contains, among other things, a true and complete list of all active (including reinstatable)
applied for and registered Patents and Trademarks owned by the Corporation;
|
|
(xx)
|
to the Corporation’s knowledge, there is no Intellectual Property, other than the Intellectual Property which the Corporation owns
and licenses, that is required to permit the Corporation to substantially carry on its present business as described in the Prospectus, and the Corporation has no knowledge of any Intellectual Property owned by another person that is
required to permit the Corporation to substantially carry on its business as described in the Prospectus and to which the Corporation knows it cannot obtain a license;
|
|
(yy)
|
the licenses identified at Schedule “C” do not materially impede, restrict or prevent the conduct of the business of the
Corporation as described in the Prospectus;
|
|
(zz)
|
the Corporation has not received any notice or claim (whether written, oral or otherwise) challenging the Corporation’s ownership
or right to use any of the Corporation IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the knowledge of the Corporation, is there a reasonable
basis for any claim that any person other than the Corporation has any claim of legal or beneficial ownership or other claim or interest in any of the Corporation IP, except for the Intellectual Property identified in Schedule “C”;
|
|
(aaa)
|
all active Applied for Corporation IP and active Registered Corporation IP is, to the knowledge of the Corporation, in good
standing, is recorded in the name of the Corporation and has been filed in a timely manner in the appropriate offices to preserve the rights thereto (if any) and, in the case of a provisional application, the Corporation confirms that all
right, title and interest in and to the potential invention(s) disclosed in such application have been or as of the Closing Date will be assigned in writing (without any express right to revoke such assignment) to the Corporation. To the
knowledge of the Corporation, there has been no public disclosure, sale or offer for sale by the Corporation of any invention described in each of the Corporation IP anywhere in the world that would prevent the valid issue of a
registration from that Corporation IP in the corresponding jurisdiction;
|
|
(bbb)
|
all material prior art or other information known to the Corporation relating to the Corporation IP has been disclosed to the
appropriate offices if and to the extent such disclosure is required to comply with the Applicable IP Laws in the jurisdictions where the corresponding applications are pending;
|
|
(ccc)
|
to the knowledge of the Corporation, all active Registered Corporation IP has been filed, prosecuted and obtained in accordance
with the corresponding Applicable IP Laws and is currently in effect and in compliance with such Applicable IP Laws;
|
|
(ddd)
|
to the knowledge of the Corporation, and except for (i) provisional patent applications which were filed more than one year ago,
and (ii) any inactive Intellectual Property identified in Schedule “B”, no Applied for Corporation IP or Registered Corporation IP has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or
maintained;
|
|
(eee)
|
to the knowledge of the Corporation, the conduct of the business of the Corporation (including the use or other exploitation of the
Corporation IP by the Corporation or other licensees) has not infringed, violated or misappropriated any Intellectual Property right of any person;
|
|
(fff)
|
the Corporation is not a party to any legal action or legal proceeding, nor has the Corporation received notice of any legal action
or legal proceeding being threatened, that alleges that any current or proposed conduct of the Corporation’s business (including the use or other exploitation of any Corporation IP by the Corporation or any customers, distributors or
other licensees) has or will infringe, violate or misappropriate any Intellectual Property right of any person;
|
|
(ggg)
|
to the knowledge of the Corporation, no person has infringed upon, misappropriated, illegally exported, or violated any of the
Corporation’s rights in the Corporation IP;
|
|
(hhh)
|
the Corporation has entered into agreements pursuant to which the Corporation has been granted licenses or permissions to one or
more of make, use, reproduce, sub license, manufacture, sell, modify, update, enhance or otherwise exploit the Licensed IP to the extent required to operate the business of the Corporation currently conducted (including, if required, the
right to incorporate such Licensed IP into the Corporation’s products) as described in the Prospectus. To the knowledge of the Corporation, any Licensed IP that was terminated in the past 6 months is not material to the business of the
Corporation;
|
|
(iii)
|
to the extent that any of the non-publicly disclosed Corporation IP is disclosed to any person or any person has access to such
Corporation IP (including any employee, officer, shareholder or consultant of the Corporation), the Corporation has entered into an agreement which contains customary terms and conditions with respect to the use and disclosure of such
Corporation IP. In each case in accordance with their respective terms, neither the Corporation nor, to the knowledge of the Corporation, any other person is in default of its obligations thereunder with respect to the terms and
conditions relating to use and disclosure of Corporation IP;
|
|
(jjj)
|
the Corporation has taken all actions that it is contractually obligated to take and all actions that are customary and reasonable
to protect the confidentiality of the Corporation IP that it treats as confidential;
|
|
(kkk)
|
to the knowledge of the Corporation, it is not, and will not be, necessary for the Corporation to utilize any Intellectual Property
owned by or in possession of any of its employees that was made prior to their employment with the Corporation in a manner that is in violation of the rights of such employee or the rights of his or her prior employers;
|
|
(lll)
|
the Corporation has not received any opinion from its legal counsel that any of the active Registered Corporation IP or Applied for
Corporation IP is clearly, but not as a result of any prior art, invalid, unregistrable, or unenforceable in the case of Registered Corporation IP;
|
|
(mmm)
|
the Corporation has not received any grant relating to research and development which is subject to repayment in whole or
in part or to conversion to debt upon sale of any Common Shares or which may affect the right of ownership of the Corporation in the Corporation IP;
|
|
(nnn)
|
the Corporation requires each of its employees and consultants to execute a non-disclosure agreement containing customary terms and
conditions for agreements of this nature, and all current employees and consultants of the Corporation have executed such agreement and, to the knowledge of the Corporation, all past employees and consultants of the Corporation have
executed such agreement;
|
|
(ooo)
|
all of the present and past employees of the Corporation, and all of the present and past consultants, contractors and agents of
the Corporation performing services relating to the conception, discovery, making or development of the Corporation IP, have entered into a written agreement assigning or requiring assignment to the Corporation of, or confirming that the
Corporation owns all right, title and interest in and to all such Intellectual Property and, with respect to any Corporation IP in which moral rights subsist, waiving all moral rights in such Intellectual Property in favour of the
Corporation;
|
|
(ppp)
|
any and all fees or payments required to keep the Registered Corporation IP and, to the knowledge of the Corporation, the
registered Licensed IP active have been paid, except those which the Corporation has decided to let lapse;
|
|
(qqq)
|
there are no ongoing Intellectual Property disputes, settlement negotiations, settlement agreements or communications relating to
the foregoing between the Corporation and any other persons relating to or potentially relating to the business of the Corporation which have not been resolved;
|
|
(rrr)
|
the Corporation has conducted and is conducting its business in compliance in all material respects with all Applicable Laws of
each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Applicable
Laws which would have a Material Adverse Effect;
|
|
(sss)
|
except pursuant to the licenses identified in Schedule “C”, the Corporation has no knowledge of any reason why it would not be
entitled to make use of or commercially exploit the Corporation IP. With respect to any license that is material to its business by which the Corporation has obtained the rights to exploit, in any way, the Licensed IP rights or by which
the Corporation has granted to any third party the right to so exploit such Licensed IP:
|
|
(i)
|
such license is in operation and enforceable in accordance with its terms, except to the extent that enforceability may be limited
by: (A) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; or (B) laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies, and no event of default has occurred and is continuing under any such license or agreement;
|
|
(ii)
|
(A) the Corporation has not received any notice of termination or cancellation under such license, and no party thereto has any
right of termination or cancellation thereunder except in accordance with its terms; (B) the Corporation has not received any notice of a breach or default under such license which breach or default has not been cured; and (C) the
Corporation has not granted to any other person any rights contrary to, or in conflict with, the terms and conditions of such license;
|
|
(iii)
|
the Corporation has no knowledge of any other party to such license or agreement that is in breach or default thereof, and has no
knowledge of any event that has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such license or agreement;
|
|
(ttt)
|
none of the Corporation nor any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act
revoked by the United States Securities Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder;
|
|
(uuu)
|
the operations of the Corporation are and have been conducted at all times in compliance with, in each case to the extent
applicable, the financial recordkeeping and reporting requirements of the United States Currency and Foreign Transactions Reporting Act of
1970, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the anti-money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; and
|
|
(vvv)
|
neither the Corporation, nor, to the knowledge of the Corporation, any director, officer, agent, employee or affiliate of the
Corporation is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
and the Corporation will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of
financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
|
|
8.
|
Closing
|
|
9.
|
Closing Conditions
|
|
(a)
|
the Agent shall have received opinions, dated the Closing Date, of the Corporation’s Canadian counsel, Borden Ladner Gervais LLP,
the Corporation’s U.S. counsel, Dorsey & Whitney LLP, as applicable, and any other local counsel, in form and substance
satisfactory to the Agent, acting reasonably (it being understood that such counsel may rely to the extent appropriate in the circumstance: (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior
officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of public officials) with respect to the following matters (with such opinions being subject to usual and customary assumptions and qualifications, including the qualifications set out below):
|
|
(i)
|
as to the incorporation and subsistence of the Corporation under the laws of the Province of Ontario and as to the corporate power
of the Corporation to carry out its obligations under this Agreement and to issue the securities as contemplated by this Agreement;
|
|
(ii)
|
as to the authorized and issued capital of the Corporation;
|
|
(iii)
|
that the Corporation has all requisite corporate power and authority under the laws of its jurisdiction of incorporation to carry
on its business and to own or lease its properties and assets as described in the Prospectus;
|
|
(iv)
|
that none of the execution and delivery of this Agreement, the Warrant Indenture, the Warrant Certificates, and the Compensation
Warrant Certificates and the performance by the Corporation of its obligations hereunder, or the sale or issuance of the Unit Shares, the Warrants, the Warrant Shares, the Compensation Warrants, the Compensation Shares, the Over-Allotment
Shares, the Over-Allotment Warrants and the Over-Allotment Warrant Shares will conflict with or result in any breach of the articles or by-laws of the Corporation;
|
|
(v)
|
that each of this Agreement, the Warrant Indenture, the Warrant Certificates, and the Compensation Warrant Certificates have been
duly authorized and executed and delivered by the Corporation, and constitutes a valid and legally binding obligation of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the
qualification that the enforceability of rights of indemnity and contribution may be limited by Applicable Law;
|
|
(vi)
|
all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Prospectus and any
Prospectus Amendment and the filing of such documents as are required under Applicable Securities Laws in each of the Canadian Selling Jurisdictions;
|
|
(vii)
|
no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or
body or securities regulatory authority having jurisdiction is required at this time for the execution and delivery by the Corporation of this Agreement, the Warrant Indenture, the Warrant Certificates, the Over-Allotment Warrant
Certificates or the Compensation Warrant Certificates and the performance of its obligations hereunder and thereunder, except for such as have been made or obtained;
|
|
(viii)
|
that the Unit Shares, have been validly issued as fully paid and non-assessable securities in the capital of the Corporation;
|
|
(ix)
|
that the Warrants the Over-Allotment Warrants and Compensation Warrants have been duly and validly created and issued;
|
|
(x)
|
that the Warrant Shares have been authorized and allotted for issuance and, upon the issuance of the Warrant Shares following due
exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;
|
|
(xi)
|
that the Compensation Shares have been authorized and allotted for issuance and, upon the issuance of the Compensation Shares
following due exercise of the Compensation Warrants in accordance with the terms thereof, the Compensation Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;
|
|
(xii)
|
that the Over-Allotment Shares have been authorized and allotted for issuance and, upon the issuance of the Over-Allotment Shares
following due exercise of the Over-Allotment Option in accordance with the terms thereof, the Over-Allotment Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;
|
|
(xiii)
|
that the Over-Allotment Warrant Shares have been authorized and allotted for issuance and, upon the issuance of the Over-Allotment
Warrant Shares following due exercise of the Over-Allotment Warrants in accordance with the terms thereof, the Over-Allotment Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the
Corporation;
|
|
(xiv)
|
all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed and all
other legal requirements have been fulfilled under Applicable Securities Laws of the Canadian Selling Jurisdictions to qualify the issuance or Distribution and sale of the Qualified Securities to the public in each of the Canadian Selling Jurisdictions and the Compensation Warrants to the Agent and to permit the issuance, sale and delivery of the Qualified Securities to the public through dealers registered under the Applicable Laws of each of the Canadian Selling Jurisdictions who have complied with the relevant provisions
of such laws and the terms of their registration;
|
|
(xv)
|
subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the
Prospectus, under the heading “Eligibility for Investment” are true and correct as at the date of the Prospectus;
|
|
(xvi)
|
subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the
Prospectus, under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” are true and correct as at the date of the Prospectus;
|
|
(xvii)
|
subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the
Prospectus, under the heading “Certain United States Federal Income Tax Considerations”, to the extent that such statements purport to constitute summaries of matters of law or regulation or legal conclusions, have been reviewed and
fairly summarize the matters described therein in all material respects;
|
|
(xviii)
|
that the Final Prospectus was declared effective by the SEC under the U.S. Securities Act, and no stop order suspending its
effectiveness has been issued by the SEC, nor, to the knowledge of the Corporation’s U.S. counsel, is a proceeding for that purpose pending before or contemplated or threatened by the SEC;
|
|
(xix)
|
that the attributes of the Common Shares conform in all material respects with the description thereof contained in the Prospectus;
|
|
(xx)
|
that the Offering has been conditionally accepted by the TSX, subject only to Standard Listing Conditions;
|
|
(xxi)
|
the Unit Shares, Warrant Shares, Over-Allotment Warrant Shares, Over-Allotment Shares and Compensation Shares have been duly
authorized by the Company for listing and trading on the NASDAQ and the TSX; and
|
|
(xxii)
|
as to such other matters as the Agent’s legal counsel may reasonably request prior to the Closing Time;
|
|
(b)
|
the Agent shall have received the Unit Shares, the Warrants, and the Compensation Warrants (in physical or electronic form, subject
to compliance with Applicable Securities Laws, and as the Agent may advise);
|
|
(c)
|
the Agent shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President and
Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder;
|
|
(d)
|
the Agent shall have received a certificate dated the Closing Date of the President and Chief Executive Officer and the Chief
Financial Officer of the Corporation or other officers of the Corporation acceptable to the Agent, to the effect that, to the best of their knowledge, information and belief, after due inquiry and without personal liability:
|
|
(i)
|
the representations and warranties of the Corporation contained in this Agreement are true and correct in all respects as if made
at and as of the Closing Time;
|
|
(ii)
|
the Corporation has complied with and satisfied the covenants, terms and conditions of this Agreement on its part to be complied
with and satisfied up to the Closing Time;
|
|
(iii)
|
the constating documents of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the
date thereof;
|
|
(iv)
|
the minutes or other records of various proceedings and actions of the Corporation’s board of directors relating to the Offering
and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof;
|
|
(v)
|
no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other
securities of the Corporation has been issued by any stock exchange, securities commission or securities regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending;
|
|
(vi)
|
since the respective dates as of which information is given in the Prospectus as amended by any Prospectus Amendment: (A) there has
been no material change (actual, anticipated, contemplated, proposed or threatened, whether financial or otherwise) in the business, financial condition, affairs, operations, business prospects, assets, liabilities or obligations
(contingent or otherwise) or capital of the Corporation; and (B) other than the Offering and except as disclosed in the Prospectus or any Prospectus Amendment, as the case may be, no transaction has been entered into by the Corporation
which constitutes a material change as defined in Applicable Securities Laws of the Canadian Selling Jurisdictions;
|
|
(vii)
|
none of the documents filed with applicable securities regulatory authorities since January 1, 2016, contained a misrepresentation
as at the time the relevant document was filed that has not since been corrected; and
|
|
(viii)
|
there are no contingent liabilities affecting the Corporation which are material to the Corporation, other than as disclosed in the
Final Prospectus or any Prospectus Amendment, as the case may be;
|
|
(e)
|
the Agent shall have received a comfort letter dated the Closing Date, in form and substance satisfactory to the Agent from the
Corporation’s Auditors, confirming the continued accuracy of the comfort letter to be delivered to the Agent pursuant to subsection 4(a)(v) with such changes as may be necessary to bring the information in such letter forward to a date
not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Agent;
|
|
(f)
|
the Corporation’s board of directors shall have authorized and approved the execution and delivery of this Agreement, the Warrant
Indenture, the Warrant Certificates, and the Compensation Warrant Certificates, the allotment, issuance and delivery of the Unit Shares, Over-Allotment Shares and the Over-Allotment Warrant Shares and the creation and issuance of the
Warrants, Over-Allotment Warrants and Compensation Warrants and, upon the due exercise of the Warrants, Over-Allotment Warrants and the Compensation Warrants, the allotment, issuance and delivery of the Warrant Shares, Over-Allotment
Shares and the Compensation Shares, as the case may be, and all matters relating thereto;
|
|
(g)
|
the Corporation shall have received the conditional approval from the TSX for the listing of the Unit Shares, Warrant Shares,
Over-Allotment Shares, Over-Allotment Warrant Shares and Compensation Shares for trading on the TSX and the Corporation shall have properly notified NASDAQ for the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares,
Over-Allotment Warrant Shares and Compensation Shares for trading on the NASDAQ;
|
|
(h)
|
the Corporation shall not have received any notice from the TSX or from NASDAQ that the Unit Shares, the Warrant Shares, the
Over-Allotment Shares, the Over-Allotment Warrant Shares, or the Compensation Shares shall not be accepted for listing on the TSX or NASDAQ;
|
|
(i)
|
that final acceptance of the Offering by the TSX shall be subject only to the fulfilment of Standard Listing Conditions;
|
|
(j)
|
the Agent shall have received confirmation from the Corporation that the Corporation is not on the defaulting issuer’s list (or
equivalent) maintained by the Canadian Securities Regulators in the Canadian Selling Jurisdictions;
|
|
(k)
|
the Agent shall have received a certificate of good standing or equivalent thereof in respect of the Corporation;
|
|
(l)
|
the Agent and its counsel shall have been provided with all information and documentation reasonably requested relating to their
due diligence inquiries and investigations;
|
|
(m)
|
the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate
securities regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Qualified Securities to the Purchasers prior to the Closing Time; as herein contemplated, it being understood that the
Agent shall do all that is reasonably required to assist the Corporation to fulfil this condition, subject only to the Standard Listing Conditions and any post-Closing notice filings under applicable United States federal or state
securities laws; and
|
|
(n)
|
the Agent shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at
a date no more than two Business Days prior to the Closing Date.
|
|
10.
|
Exercise of Over-Allotment Option
|
|
11.
|
All Terms to be Conditions
|
|
12.
|
Rights of Termination
|
|
(a)
|
there shall have occurred any change in any material fact, material change (actual, intended, anticipated or threatened) or the
Agent shall have discovered any previously undisclosed material fact (determined by the Agent in its sole discretion, acting reasonably) in relation to the Corporation, which, in the opinion of the Agent, acting reasonably, prevents or
restricts trading in the securities of the Corporation or the Distribution of the Qualified Securities or has or could reasonably be expected to have a Material Adverse Effect;
|
|
(b)
|
there shall have occurred any change in the Applicable Securities Laws of any Selling Jurisdiction or any inquiry, investigation or
other proceeding by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof, or the SEC, or any stock exchange in relation to the Corporation or any of its securities
(except for any inquiry, investigation or other proceeding based upon activities of the Agent and not upon activities of the Corporation), which, in the reasonable opinion of the Agent, would be expected to have a significant adverse
effect on the market price of value of the Offered Units or the Common Shares;
|
|
(c)
|
there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or
catastrophe, accident, public protest, government law or regulation, war or act of terrorism of national or international consequence or any law or regulation which, in the opinion of the Agent, seriously adversely affects or involves, or
will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation or the market price of value of the Offered Units or the Common Shares;
|
|
(d)
|
the state of the financial markets in Canada and the United States is such that, in the reasonable opinion of the Agent, the
Offered Units cannot be marketed profitably;
|
|
(e)
|
there is an inquiry or investigation (whether formal or informal) by any Securities Regulator or other regulatory authority in
relation to the Corporation or any one of its directors or officers, or any of its principal shareholders, which has not been rescinded, revoked or withdrawn and which, in each case, operates to materially prevent or restrict the
Distribution of the Qualified Securities as contemplated by this Agreement;
|
|
(f)
|
a cease trading order with respect to any securities of the Corporation is made by any Securities Regulator or other competent
authority by reason of the fault of the Corporation or its directors, officers and agents and such cease trading order has not been rescinded, revoked or withdrawn;
|
|
(g)
|
the Agent, acting reasonably, is not satisfied in its sole discretion with its due diligence review and investigations;
|
|
(h)
|
the Corporation is in breach of a material term, condition or covenant of this Agreement or any representation or warranty given by
the Corporation in this Agreement becomes or is false or misleading; and
|
|
(i)
|
the Corporation receives notice from the TSX or NASDAQ that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment
Warrant Shares and/or Compensation Shares shall not be accepted for listing on the TSX or NASDAQ.
|
|
13.
|
Indemnity and Contribution
|
|
(a)
|
any information or statement (except any information or statement relating solely to or provided by the Agent) contained in the
Offering Documents, which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any omission or any alleged omission to state therein any fact or information (except
facts or information relating solely to the Agent and provided by the Agent) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they are made;
|
|
(b)
|
the omission or alleged omission to state in any certificate of the Corporation or of any officers of the Corporation delivered in
connection with the Offering any material fact (except facts or information relating solely to the Agent and provided by the Agent) required to be stated therein where such omission or alleged omission constitutes or is alleged to
constitute a misrepresentation;
|
|
(c)
|
any order made or any inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock
exchange or by any other competent authority, based upon any misrepresentation (as defined in the Securities Act (Ontario)) or
alleged misrepresentation (except a misrepresentation relating solely to the Agent and provided by the Agent) in the Offering Documents (except any document or material delivered or filed solely by the Agent) based upon any failure or
alleged failure to comply with Applicable Securities Laws (other than any failure or alleged failure to comply by the Agent) preventing and restricting the trading in or the sale of the Offered Units in any of the Selling Jurisdictions;
|
|
(d)
|
the non-compliance or alleged non-compliance by the Corporation with any material requirement of Applicable Securities Laws,
including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or
|
|
(e)
|
material breach of any representation, warranty or covenant of the Corporation contained in this Agreement or the failure of the
Corporation to comply in all material respects with any of its obligations hereunder or thereunder,
|
|
(a)
|
the employment of such counsel has been authorized in writing by the Corporation;
|
|
(b)
|
the Corporation has not assumed the defence within a reasonable period of time after receiving notice of such Claim;
|
|
(c)
|
the named parties to any such Claim include both the Corporation and the Indemnified Party and the Indemnified Party shall have
been advised by counsel that there may be a conflict of interest between the Corporation and the Indemnified Party; or
|
|
(d)
|
the Indemnified Party has been advised in writing by counsel that there are one or more defences available to the Indemnified Party
which are different from or in addition to those available to the Corporation, which makes representation by the same counsel inappropriate.
|
|
14.
|
Expenses
|
|
15.
|
Survival of Representations, Warranties, Covenants and Agreements
|
|
18.
|
Notice
|
|
19.
|
Entire Agreement
|
|
20.
|
Press Releases
|
|
21.
|
Funds
|
|
22.
|
Time of the Essence
|
|
23.
|
Further Assurances
|
|
24.
|
Assignment
|
|
25.
|
Severability
|
|
26.
|
Singular and Plural, etc.
|
|
27.
|
Governing Law
|
|
28.
|
Language
|
|
29.
|
Counterparts
|
|
30.
|
Facsimile and Electronic Transmission
|
|
|
Yours very truly,
|
|
|
|
|
|
|
|
|
|
BLOOM BURTON SECURITIES INC.
|
||
|
|
|
|
|
|
|
|
|
|
| By: |
(signed) “Michael Pollard”
|
||
| Authorized Officer | |||
|
|
TITAN MEDICAL INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
(signed) “Stephen Randall”
|
|
|
|
|
Authorized Officer
|
|
|
STOCK OPTIONS GRANTED AND OUTSTANDING MARCH 15, 2019
|
||||||||||||||||
|
Weighted-average
|
||||||||||||||||
|
Exercise
|
Number
|
remaining
|
Options
|
|||||||||||||
|
Price (CDN)
|
Outstanding
|
contractual life (years)
|
Exercisable
|
|||||||||||||
|
note
|
2.09
|
50,349
|
2.81
|
50,349.00
|
||||||||||||
|
3.28
|
31,498
|
6.50
|
31,498.00
|
|||||||||||||
|
4.50
|
18,935
|
4.30
|
18,935.00
|
|||||||||||||
|
4.80
|
3,040
|
1.55
|
3,040.00
|
|||||||||||||
|
note
|
4.93
|
40,000
|
2.96
|
40,000.00
|
||||||||||||
|
7.49
|
5,590
|
6.36
|
5,590.00
|
|||||||||||||
|
9.00
|
11,481
|
6.36
|
11,481.00
|
|||||||||||||
|
9.60
|
1,105
|
1.61
|
1,105.00
|
|||||||||||||
|
11.70
|
6,667
|
1.77
|
6,667.00
|
|||||||||||||
|
12.00
|
1,948
|
1.77
|
1,948.00
|
|||||||||||||
|
12.90
|
50,000
|
5.14
|
12,500.00
|
|||||||||||||
|
14.40
|
18,950
|
5.70
|
4,737.00
|
|||||||||||||
|
15.00
|
16,667
|
4.95
|
8,333.00
|
|||||||||||||
|
15.00
|
273,948
|
5.90
|
68,487.00
|
|||||||||||||
|
17.10
|
277,519
|
4.89
|
138,759.53
|
|||||||||||||
|
30.00
|
105,719
|
2.49
|
81,462.00
|
|||||||||||||
|
30.60
|
6,120
|
1.82
|
6,120.00
|
|||||||||||||
|
32.40
|
18,810
|
1.92
|
18,810.00
|
|||||||||||||
|
41.70
|
658
|
0.80
|
658.00
|
|||||||||||||
|
45.30
|
560
|
1.45
|
560.00
|
|||||||||||||
|
51.60
|
15,371
|
1.28
|
15,371.00
|
|||||||||||||
|
58.20
|
10,847
|
0.22
|
10,847.00
|
|||||||||||||
|
965,782
|
537,258
|
|||||||||||||||
| AS AT MARCH 15, 2019 |
||||||||||||||
| Issue Date |
Expiry Date |
Issued
Warrants
Exercisable for
# Common
Shares
|
Outstanding
Warrants Exercisable
for # Common Shares
|
Exercise Price
per Common Share
|
||||||||||
|
TMD.W.T.F
|
November 16, 2015
|
November 16, 2020
|
233,740
|
233,740
|
48.00
|
|||||||||
|
TMD.W.T.G
|
February 12, 2016
|
February 12, 2021
|
389,027
|
386,694
|
30.00
|
|||||||||
|
TMD.W.T.G
|
February 23, 2016
|
February 12, 2021
|
58,226
|
58,226
|
30.00
|
|||||||||
|
TMD.W.T.H
|
March 31, 2016
|
March 31, 2021
|
501,831
|
501,831
|
36.00
|
|||||||||
|
TMD.W.T.H
|
April 14, 2016
|
March 31, 2021
|
75,275
|
75,275
|
36.00
|
|||||||||
|
TMD.W.T.I
|
September 20, 2016
|
September 20, 2021
|
569,444
|
569,444
|
22.50
|
|||||||||
|
TMD.W.T.I
|
October 27, 2016
|
September 20, 2021
|
67,667
|
67,667
|
22.50
|
|||||||||
|
Not Listed
|
March 16, 2017
|
March 16, 2019
|
357,787
|
135,824
|
12.00
|
|||||||||
|
Not Listed
|
March 16, 2017
|
March 16, 2021
|
357,787
|
355,253
|
15.00
|
|||||||||
|
Not Listed
|
June 29, 2017
|
June 29, 2022
|
1,612,955
|
75,810
|
6.00
|
|||||||||
|
Not Listed
|
July 21, 2017
|
June 29, 2022
|
370,567
|
370,567
|
6.00
|
|||||||||
|
Not Listed
|
August 24, 2017
|
August 24, 2022
|
563,067
|
563,067
|
6.00
|
|||||||||
|
Not Listed
|
December 5, 2017
|
December 5, 2022
|
1,533,333
|
1,533,333
|
18.00
|
|||||||||
|
Not Listed
|
April 10, 2018
|
April 10, 2023
|
1,126,665
|
1,126,665
|
10.50
|
|||||||||
|
Not Listed
|
May 10, 2018
|
April 10, 2023
|
168,889
|
168,889
|
10.50
|
|||||||||
|
Not Listed*
|
August 10, 2018
|
August 10, 2023
|
7,679,574
|
6,661,068
|
4.15
|
|||||||||
|
|
|
|
15,665,834
|
12,883,353
|
||||||||||
|
* The exercise price of the August 10, 2018 warrants is USD $3.20. For conformity, because the other warrants in this table are in
|
|
CDN dollars, the exercise price and potential proceeds of the August 10, 2018 warrants have been converted to CDN dollars using
|
|
the Bank of Canada rate on August 3, 2018 of USD $1.00 = CDN $1.2983.
|
|
Issue Date
|
Number Broker Warrants Exercisable for # Common Shares
|
Exercise Price per Common Share
|
|
March 16, 2017
|
50,005
|
CAD $10.50
|
|
June 29, 2017
|
3,463
|
CAD $4.50
|
|
December 5, 2017
|
105,350
|
CAD $15.00
|
|
April 10, 2018
|
78,867
|
CAD $9.00
|
|
May 10, 2018
|
10,928
|
CAD $9.00
|
|
August 10, 2018
|
537,570
|
USD $2.50
|
|
TOTAL
|
786,183
|
|
Region
|
Application Number
|
Publication Number
|
IP Right Number
|
|
AU
|
2015362021
|
2015362021
|
|
|
AU
|
2017210349
|
2017210349
|
|
|
CA
|
2984092
|
2984092
|
|
|
CA
|
2986770
|
2986770
|
|
|
CA
|
3004277
|
3004277
|
|
|
CA
|
3010863
|
3010863
|
|
|
CA
|
3010896
|
3010896
|
|
|
CA
|
3027080
|
-
|
|
|
CA
|
3034919
|
-
|
|
|
CN
|
201580064733.4
|
107107343
|
|
|
CN
|
201580079340.0
|
107530875
|
|
|
CN
|
201680041417.X
|
107847284
|
|
|
CN
|
201680078615.3
|
108464000
|
|
|
CN
|
201780005500.6
|
108463184
|
|
|
CN
|
201910026625.8
|
-
|
|
|
EP
|
11876682.3
|
2785267
|
|
|
EP
|
15866790.7
|
3206842
|
|
|
EP
|
15891039.8
|
3288720
|
|
|
EP
|
16734867.1
|
3242773
|
|
|
EP
|
16734868.9
|
3242774
|
|
|
EP
|
16810648.2
|
3310290
|
|
|
EP
|
16838146.5
|
3341791
|
|
|
EP
|
17171068.4
|
3238650
|
|
|
EP
|
17740924.0
|
3380033
|
|
|
EP
|
18213627.5
|
-
|
|
|
IN
|
11772/DELNP/2015
|
21/2016
|
|
|
IN
|
201717021787
|
52/2017
|
|
|
JP
|
2018-000231
|
2018075432
|
|
|
JP
|
2018-529653
|
-
|
|
|
JP
|
2018-530517
|
-
|
|
|
JP
|
2019-18850
|
-
|
|
|
KR
|
2017-7017983
|
20170091690
|
|
|
KR
|
2018-7019407
|
20180093021
|
|
|
KR
|
2018-7023785
|
20180104047
|
|
|
US
|
14/262,221
|
20140230595
|
|
|
US
|
14/279,828
|
20140249546
|
|
|
US
|
14/899,768
|
20160143633
|
|
|
US
|
15/485,720
|
20180297211
|
|
|
US
|
15/494,740
|
20170225337
|
|
|
US
|
15/542,356
|
20180271607
|
|
|
US
|
15/552,993
|
20180049770
|
|
|
US
|
15/566,525
|
20180098780
|
|
US
|
15/570,286 | 20180132956 | |
| US | 15/593,000 | 20180325579 | |
| US | 15/677,307 | 20180054605 | |
| US | 15/686,571 | 20190060029 | |
| US | 15/690,035 | 20190059935 | |
| US | 15/737,245 | 20180168758 | |
| US | 15/744,014 | 20180193086 | |
| US | 15/754,566 | 20180249901 | |
| US | 15/780,207 | 20180353254 | |
| US | 15/780,593 | 20180353245 | |
| US | 15/846,986 | - | |
| US | 15/893,195 | 20180228562 | |
| US | 16/053,232 | - | |
| US | 16/060,905 | - | |
| US | 16/084,368 | - | |
| US | 16/085,152 | - | |
| US | 16/093,918 | - | |
| US | 16/110,883 | - | |
| US | 16/156,625 | - | |
| US | 16/156,651 | - | |
| US | 16/160,200 | 20190046280 | |
| US | 16/174,602 | - | |
| US | 16/174,620 | - | |
| US | 16/174,646 | - | |
| US | 16/174,649 | - | |
| US | 16/176,221 | - | |
| US | 16/185,788 | - | |
| US | 16/186,234 | - | |
| US | 16/235,071 | - | |
| US | 16/235,246 | - | |
| US | 16/235,288 | - | |
| US | 16/273,442 | - | |
| US | 16/299,834 | - | |
| US | 29/668,353 | - | |
| WO | PCT/US18/45646 | 2019040278 | |
| CA | 2913943 | 2913943 | 2913943 |
| CA | 2968609 | 2968609 | 2968609 |
| CA | 2973227 | 2973227 | 2973227 |
| CA | 2973235 | 2973235 | 2973235 |
| CA | 2982615 | 2982615 | 2982615 |
| CA | 2996014 | 2996014 | 2996014 |
| CN | 201380078618 | 105431106 | 105431106 |
| EP | 11874984.5 | 2773277 | 2773277 |
| EP | 13887243.7 | 2996613 | 2996613 |
| JP | 2016-520200 | 2016528946 | 6274630 |
| JP | 2017-531374 | 2018504285 | 6433595 |
| US | 09/474,924 | - | 6,358,196 |
| US | 12/227,582 | 20100030377 | 8,224,485 |
| US | 12/449,779 | 20100036393 | 8,792,688 |
| US | 12/459,292 | - | 8,347,754 |
| US | 12/583,351 | - | 8,332,072 |
|
US
|
12/655,675
|
-
|
8,306,656
|
|
US
|
13/106,306
|
-
|
9,033,998
|
|
US
|
13/494,852
|
20120253513
|
8,768,509
|
|
US
|
13/660,328
|
20130197538
|
9,763,739
|
|
US
|
13/660,615
|
20130197697
|
8,930,027
|
|
US
|
14/261,614
|
20140276956
|
9,724,162
|
|
US
|
14/302,723
|
20140316435
|
9,149,339
|
|
US
|
14/831,045
|
20160030122
|
9,421,068
|
|
US
|
15/211,295
|
20160346051
|
9,681,922
|
|
US
|
15/294,477
|
20170027656
|
9,629,688
|
|
US
|
15/442,070
|
20170156807
|
9,925,014
|
|
US
|
15/490,098
|
20170333140
|
10,130,434
|
|
US
|
15/542,398
|
20170367777
|
10,159,536
|
|
US
|
15/961,507
|
-
|
10,058,396
|
|
Region
|
Serial Number
|
||
|
US
|
87222823
|
||
|
US
|
87222834
|
||
|
CA
|
1807214
|
||
|
CA
|
1807220
|
|
Region
|
Application Number
|
Registration Number
|
|
|
CN
|
27681249
|
||
|
CN
|
27681250
|
||
|
CN
|
27681251
|
||
|
CN
|
27681252
|
||
|
CN
|
27681253
|
||
|
CN
|
27681254
|
||
|
CN
|
13580910
|
13580910
|
|
|
CN
|
13580908
|
13580908
|
|
|
CN
|
13580907
|
13580907
|
|
|
CN
|
13580905
|
13580905
|
| ● |
Synergist Medical Inc., a predecessor to the Corporation, entered into a patent agreement with Reiza Rayman on May 12, 2008
pursuant to which Synergist Medical Inc. granted to Rayman certain exclusive rights in and to U.S. Patent No. 6,358,196.
|
| ● |
Synergist Medical Inc., a predecessor to the Corporation, entered into a patent agreement with John D. Unsworth on May 1, 2008
pursuant to which Synergist Medical Inc. granted to Unsworth certain exclusive rights in and to U.S. Patent Nos. 8,224,485, 8,768,509, 8,792,688, 9,421,068, 9,681,922 and 10,130,434, and U.S. Patent Application No. 16/160,200.
|