Exhibit 99.2
REGISTRATION RIGHTS AGREEMENT
This Registration
Rights Agreement (this “Agreement”) is made as of August 27, 2019, by and between ESSA Pharma Inc., a British
Columbia corporation (the “Company”), and the persons listed on the attached Schedule A who are
signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized
terms used in this Agreement have the respective meanings ascribed to them in Section 1.
RECITALS
WHEREAS,
the Company and the Investors wish to provide for certain arrangements with respect to the registration of the Registrable Securities
(as defined below) by the Company under the Securities Act (as defined below).
NOW, THEREFORE,
in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
Section 1.
Definitions
1.1. Certain
Definitions. In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have
the respective meanings set forth below:
(a) “Board”
shall mean the Board of Directors of the Company.
(b) “Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
(c) “Common
Shares” shall mean the common shares of the Company, no par value.
(d) “Effectiveness
Deadline” means, with respect to the Resale Registration Shelf, the ninetieth (90th) calendar day following the Closing
Date (or, in the event the Commission reviews and has comments to the Resale Registration Shelf, the one hundred twentieth (120th)
calendar day following the Closing Date); provided, however, that if the Company is notified by the Commission that the Shelf Registration
Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Shelf
Registration Statement shall be the fifth (5th) business day following the date on which the Company is so notified if such date
precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday
or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next business day
on which the Commission is open for business; provided, further, that if the Commission is closed for operations due to a government
shutdown, the Effectiveness Deadline shall be extended by the same amount of days that the Commission remains closed for operations.
(e) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules
and regulations thereunder, all as the same shall be in effect from time to time.
(f) “Free
Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating
to an offer of Registrable Securities.
(g) “Majority
Investors” means the Investors who hold, in the aggregate, such number of Registrable Securities that represents more
than 50% of the total Registrable Securities at any given time under this Agreement.
(h) “Other
Securities” shall mean securities of the Company, other than Registrable Securities (as defined below).
(i) “Person”
shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
(j) “Registrable
Securities” shall mean the Common Shares and Warrant Shares issued to the Investors pursuant to Subscription Agreements,
dated August 23, 2019.
(k) The
terms “register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a Registration Statement in compliance with the Securities Act, and such Registration Statement
becoming effective under the Securities Act.
(l) “Registration
Expenses” shall mean all expenses incident to the Company’s performance of or compliance with this Agreement, including,
without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company, blue sky fees and expenses, SEC and FINRA filing fees, and expenses of any regular or special audits and
comfort letter incident to or required by any such registration, but shall not include Selling Expenses.
(m) “Registration
Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities
Act, including the related prospectus, amendments and supplements to such registration statement, including pre- and post-effective
amendments, and all exhibits and all material incorporated by reference in such registration statement as may be necessary to comply
with applicable securities laws other than a registration statement (and related prospectus) filed on Form S-4, Form F-4, Form
F-10 (if such form is used in connection with a business combination) or Form S-8 or any successor forms thereto.
(n) “Rule
144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such rule may be amended from
time to time, or any similar successor rule that may be promulgated by the Commission.
(o) “Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(p) “Selling
Expenses” shall mean all underwriting fees, discounts and selling commissions applicable to the sale of Registrable Securities,
the fees and expenses of any legal counsel and any other advisors any of the Investors engage and all similar fees and commissions
relating to the Investors’ disposition of the Registrable Securities
(q) “Warrant
Shares” shall mean any Common Shares issuable upon exercise of the Pre-Funded Warrant, dated as of August 27, 2019 issued
to the Investors pursuant to the Subscription Agreements, dated August 23, 2019.
Section 2.
Resale Registration Rights
2.1. Resale
Registration Rights.
(a) The
Company shall prepare, and, as soon as practicable but in no event later than forty-five (45) calendar days from the date of this
Agreement, file with the Commission a Registration Statement on Form F-1, F-3, S-1, S-3 or F-10 covering the resale of the Registrable
Securities by the Investors (the “Resale Registration Shelf”), Such Resale Registration Shelf shall include
a “final” prospectus, including the information required by Item 507 of Regulation S-K, as applicable, of the Securities
Act, as provided by the Investors in accordance with Section 2.6. Notwithstanding the foregoing, before filing the Resale
Registration Shelf, the Company shall furnish to the Investors a copy of the Resale Registration Shelf and afford the Investors
a reasonable opportunity to review and comment on the Resale Registration Shelf. The Company’s obligation pursuant to this
Section 2.1(a) is conditioned upon the Investors providing the information contemplated in Section 2.6 in a timely
manner.
(b) The
Company shall use its commercially reasonable efforts to cause the Resale Registration Shelf to become effective as promptly as
practicable after filing but in no event later than the Effectiveness Deadline (including filing with the Commission a request
for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act). The Company shall use its
commercially reasonable efforts to cause such Registration Statement to remain effective under the Securities Act until the earlier
of the date (i) all Registrable Securities covered by the Resale Registration Shelf have been sold or may be sold freely without
limitations or restrictions as to volume or manner of sale pursuant to Rule 144 or (ii) all Registrable Securities covered by the
Resale Registration Shelf otherwise cease to be Registrable Securities pursuant to Section 2.8 hereof. The Company shall
promptly, and in any event within two (2) business days after the Company confirms effectiveness of the Resale Registration
Shelf with the Commission, notify the Investors of the effectiveness of the Resale Registration Shelf.
(c) Notwithstanding
anything contained herein to the contrary, the Company shall not be obligated to effect, or to take any action to effect, a registration
pursuant to Section 2.1(a):
(i) if
the Company has and maintains an effective Registration Statement on Form S-3ASR or Form F-3ASR that provides for the resale of
an unlimited number of securities by selling shareholders, including Registrable Securities (a “Company Registration Shelf”);
(ii) if
the Company has caused a Registration Statement to become effective pursuant to this Section 2.1 during the prior twelve
(12) month period.
(d) If
the Company has a Company Registration Shelf in place at any time in which the Investors make a demand to include the Registrable
Securities in the Company Registration Shelf, the Company shall file with the Commission, as promptly as practicable, and in any
event within fifteen (15) business days after such demand, a “final” prospectus supplement to its Company Registration
Shelf covering the resale of the Registrable Securities by the Investors (the “Prospectus”); provided,
however, that the Company shall not be obligated to file more than one Prospectus pursuant to this Section 2.1(d)
in any six month period to add additional Registrable Securities to the Company Registration Shelf that were acquired by the Investors
other than directly from the Company or in an underwritten public offering by the Company. The Prospectus shall include the information
required under Item 507 of Regulation S-K of the Securities Act, which information shall be provided by the Investors in accordance
with Section 2.6. Notwithstanding the foregoing, before filing the Prospectus, the Company shall furnish to the Investors
a copy of the Prospectus and afford the Investors a reasonable opportunity to review and comment on the Prospectus.
(e) Deferral
and Suspension. At any time after being obligated to file a Resale Registration Shelf or Prospectus, or after any Resale Registration
Shelf has become effective or a Prospectus filed with the Commission, the Company may defer the filing of or suspend the use of
any such Resale Registration Shelf or Prospectus, upon giving written notice of such action to the Investors with a certificate
signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, the Board concludes
that it is in the best interests of the Company and its shareholders to defer the filing or suspend the use of such Resale Registration
Shelf or Prospectus at such time. The Company shall have the right to defer the filing of or suspend the use of such Resale Registration
Shelf or Prospectus for a period of not more than one hundred twenty (120) days from the date the Company notifies the Investors
of such deferral or suspension; provided that the Company shall not exercise the right contained in this Section 2.1(e)
more than twice in any twelve month period. In the case of the suspension of use of any effective Resale Registration Shelf or
Prospectus, the Investors, immediately upon receipt of notice thereof from the Company, shall discontinue any offers or sales of
Registrable Securities pursuant to such Resale Registration Shelf or Prospectus until advised in writing by the Company that the
use of such Resale Registration Shelf or Prospectus may be resumed. In the case of a deferred Prospectus or Resale Registration
Shelf filing, the Company shall provide prompt written notice to the Investors of (i) the Company’s decision to file or seek
effectiveness of the Prospectus or Resale Registration Shelf, as the case may be, following such deferral and (ii) in the case
of a Resale Registration Shelf, the effectiveness of such Resale Registration Shelf. In the case of either a suspension of use
of, or deferred filing of, any Resale Registration Shelf or Prospectus, the Company shall not, during the pendency of such suspension
or deferral, be required to take any action hereunder with respect to the registration or sale of any Registrable Securities pursuant
to any such Resale Registration Shelf, Company Registration Shelf or Prospectus.
(f) Other
Securities. Any Resale Registration Shelf or Prospectus may include Other Securities, and may include securities of the Company
being sold for the account of the Company; provided such Other Securities are excluded first from such Registration Statement
in order to comply with any applicable laws or request from any government entity, Nasdaq or any applicable listing agency.
(g) The
Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were
made) not misleading. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as
soon as practicable, but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that
an amendment is required in order for a Registration Statement to be declared effective.
(h)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Resale Registration
Shelf when declared effective fails to register the Registrable Securities (a “Registration Failure”), (ii)
a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by
the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable filing deadline provided herein
(a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline,
(an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date sales of all of the Registrable
Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement or otherwise
(including, without limitation, because of the suspension of trading or any other limitation imposed by a Principal Market, a failure
to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant
to such Registration Statement, a failure to register a sufficient number of shares of Common Shares or a failure to maintain the
listing of the Common Shares, but excluding a deferral or suspension permitted by Section 2.1(e) hereof) (a “Maintenance
Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability
to sell the underlying shares of Common Share (which remedy shall not be exclusive of any other remedies available at law or in
equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash
equal to one percent (1.0%) of the aggregate purchase price of such Investor’s Registrable Securities then included or required
to be included in such Registration Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day
of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth
day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty
days) until such Registration Failure is cured, (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth
day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth
day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty
days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure
and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured;
provided however, in the event that there shall be more than one Maintenance Failure and/or Filing Failure occurring simultaneously,
the 1.0% shall apply in the aggregate (e.g., during any single or multiple failure, 1.0% shall be due, however 1.0% shall not be
due “per failure” if the failures are simultaneous and for so long as such failures are simultaneous). The payments
to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.”
Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after
the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration
Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month
(prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay
Payments shall (i) not, in the aggregate, exceed seven percent (7.0%) of the aggregate purchase price of the Registrable Securities,
(ii) cease to accrue when all of the Registrable Securities may be sold by non-affiliates of the Company pursuant to Rule 144 under
the Securities Act without any restrictions or limitations and (iii) cease to accrue upon ceasing to be Registrable Securities
pursuant to Sections 2.8.
2.2. Fees
and Expenses. All Registration Expenses incurred in connection with registrations pursuant to this Agreement shall be borne
by the Company. All Selling Expenses relating to securities registered on behalf of the Investors shall be borne by the Investors.
2.3. Registration
Procedures. In the case of each registration of Registrable Securities effected by the Company pursuant to Section 2.1
hereof, the Company shall keep the Investors advised as to the initiation of each such registration and as to the status thereof.
The Company shall use its commercially reasonable best efforts, within the limits set forth in this Section 2.3, to:
(a) prepare
and file with the Commission such amendments and supplements to such Registration Statement and the prospectuses used in connection
with such Registration Statement as may be necessary to keep such Registration Statement effective and current and comply with
the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement;
(b) furnish
to the Investors, if any, such numbers of copies of a prospectus, including preliminary prospectuses, in conformity with the requirements
of the Securities Act, and such other documents as the Investors may reasonably request in order to facilitate the disposition
of Registrable Securities;
(c) prepare
and file with the Commission such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus
and such amendments or supplements to any Free Writing Prospectus as may be necessary to keep such registration effective for the
period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale
or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended
method or methods of disposition by the sellers thereof set forth in such Registration Statement;
(d) register
and qualify the Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such
jurisdictions in the United States as shall be reasonably requested by the Investors, if required by such laws, provided that the
Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions;
(e) promptly
notify the Investors, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as
reasonably practicable after notice thereof is received by the Company (i) when the applicable Registration Statement or any amendment
thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any amendment or
supplement thereto has been filed, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of such
Registration Statement or any order by the Commission preventing or suspending the use of any preliminary or final Prospectus or
any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (iii) of the receipt by the
Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale
in any jurisdiction and (iv) of the receipt by the Company of any notification with respect to the initiation or threatening of
any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(f) promptly
notify the Investors at any time when a prospectus relating to a Registration Statement covering any Registrable Securities is
required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in
such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then
existing. The Company shall use its commercially reasonable efforts to amend or supplement such prospectus in order to cause such
prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(g) provide
a transfer agent and registrar for all Registrable Securities registered pursuant to such Registration Statement and, if required,
a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(h) if
requested by an Investor, use commercially reasonable efforts to cause the Company’s transfer agent to remove any restrictive
legend from any Registrable Securities being transferred by an Investor pursuant to a Resale Registration Shelf or Company Registration
Shelf, within two (2) business days following such request;
(i) cause
all such Registrable Securities included in a Registration Statement pursuant to this Agreement to be listed on each securities
exchange or other securities trading markets on which the Common Shares are then listed;
(j) provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration
Statement from and after a date not later than the effective date of such Registration Statement; and
(k) use
commercially reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on
each securities exchange on which any of the Common Shares is then listed or quoted and on each inter-dealer quotation system on
which any of the Common Shares is then quoted. If the Company is unsuccessful in satisfying the preceding clause , the Company
shall take all action necessary to secure the inclusion for quotation on an “over-the-counter” (OTC) markets for such
Registrable Securities and, without limiting the generality of the foregoing, to use its commercially reasonable best efforts to
arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”)
as such with respect to such Registrable Securities, and shall pay all fees and expenses in connection with satisfying its obligation
under this Section 2.3(k).
(l) The
Company shall use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.
2.4. The
Investors Obligations.
(a) Discontinuance
of Distribution. The Investors agree that, upon receipt of any notice from the Company described in Section 2.3(d) hereof,
the Investors shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering
such Registrable Securities until the Investors’ receipt of the copies of the supplemented or amended prospectus contemplated
by Section 2.3(d) hereof or receipt of notice that no supplement or amendment is required and that the Investors’
disposition of the Registrable Securities may be resumed. The Company may provide appropriate stop orders to enforce the provisions
of this Section 2.4(a).
(b) Compliance
with Prospectus Delivery Requirements. The Investors covenant and agree that they shall comply with the prospectus delivery
requirements of the Securities Act as applicable to them or an exemption therefrom in connection with sales of Registrable Securities
pursuant to any Registration Statement filed by the Company pursuant to this Agreement.
(c) Notification
of Sale of Registrable Securities. The Investors covenant and agree that they shall use commercially reasonable efforts to
notify the Company of the sale of all Registrable Securities held by them to a third party or third parties within thirty (30)
days of the final sale of such Registrable Securities.
(d) Notwithstanding
the foregoing or anything to the contrary contained in this Agreement, nothing in this Agreement shall require any Investor to
provide any non-public financial information with respect to itself or its affiliates.
2.5. Indemnification.
(a) To
the extent permitted by law, the Company shall indemnify the Investors, and, as applicable, their officers, directors, and constituent
partners, legal counsel for each Investor and each Person controlling the Investors, with respect to which registration, related
qualification, or related compliance of Registrable Securities has been effected pursuant to this Agreement against all claims,
losses, damages, or liabilities (or actions in respect thereof) to the extent such claims, losses, damages, or liabilities arise
out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other
document (including any related Registration Statement) incident to any such registration, qualification, or compliance, or any
omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading (in light of the circumstances under which they were made in the case of any prospectus or document other
than the Registration Statement); and the Company shall pay as incurred to the Investors any legal and any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however,
that the indemnity contained in this Section 2.5(a) shall not apply to amounts paid in settlement of any such claim, loss,
damage, liability, or action if settlement is effected without the prior written consent of the Company; and provided, further,
that the Company shall not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises
out of or is based upon any violation by such Investor of the obligations set forth in Section 2.4 hereof or any untrue
statement or omission contained in such prospectus or other document based upon written information furnished to the Company by
the Investors and stated to be for use therein.
(b) To
the extent permitted by law, each Investor (severally and not jointly) shall, if Registrable Securities held by such Investor are
included for sale in the registration and related qualification and compliance effected pursuant to this Agreement, indemnify the
Company, each of its directors, each officer of the Company who signs the applicable Registration Statement, each legal counsel,
each Person who controls the Company within the meaning of the Securities Act against all claims, losses, damages, and liabilities
(or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact
contained in any such Registration Statement, or related document, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading (in light of the circumstances under
which they were made in the case of any prospectus or document other than the Registration Statement, and shall pay as incurred
to such persons, any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim,
loss, damage, liability, or action, in each case only to the extent that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in (and such violation pertains to) such Registration Statement or related document in reliance
upon and in conformity with written information furnished to the Company by such Investor and stated to be specifically for use
therein; provided, however, that the indemnity contained in this Section 2.5(b) shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability, or action if settlement is effected without the consent of such
Investor (which consent shall not unreasonably be withheld); provided, further, that such Investor’s liability under this
Section 2.5(b) (when combined with any amounts such Investor is liable for under Section 2.5(d)) shall not exceed
such Investor’s net proceeds from the offering of securities made in connection with such registration.
(c) Promptly
after receipt by an indemnified party under this Section 2.5 of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.5, notify the
indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have
the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party
shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification,
which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there
may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit, or proceeding
by reason of recognized claims for indemnity under this Section 2.5, then counsel for such party shall be entitled to conduct
the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure
to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying
party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified
party under this Section 2.5, but the omission so to notify the indemnifying party shall not relieve such party of any liability
that such party may have to any indemnified party otherwise than under this Section 2.5.
(d) If
the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault
of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission. In no event, however, shall (i) any amount due for contribution
hereunder be in excess of the amount that would otherwise be due under Section 2.5(a) or Section 2.5(b), as applicable,
based on the limitations of such provisions and (ii) a Person guilty of fraudulent misrepresentation (within the meaning of the
Securities Act) be entitled to contribution from a Person who was not guilty of such fraudulent misrepresentation.
(e) The
obligations of the Company and the Investors under this Section 2.5 shall survive the completion of any offering of Registrable
Securities in a Registration Statement under this Agreement or otherwise.
2.6. Information.
The Investors shall furnish to the Company such information regarding the Investors and the distribution proposed by the Investors
as the Company may reasonably request and as shall be reasonably required in connection with any registration referred to in this
Agreement. The Investors agree to, as promptly as practicable (and in any event prior to any sales made pursuant to a prospectus),
furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company
by the Investors not misleading. The Investors agree to keep confidential the receipt of any notice received pursuant to Section
2.3(d) and the contents thereof, except as required pursuant to applicable law. Notwithstanding anything to the contrary herein,
the Company shall be under no obligation to name the Investors in any Registration Statement, or to include any Investors’
Registrable Securities in any Registration Statement, if the Investors have not provided the information required by this Section
2.6 with respect to the Investors as a selling securityholder in such Registration Statement or any related prospectus.
2.7. Rule
144 Requirements. With a view to making available to the Investors the benefits of Rule 144 promulgated under the Securities
Act and any other rule or regulation of the Commission that may at any time permit the Investors to sell Registrable Securities
to the public without registration, the Company agrees to use its commercially reasonable efforts to:
(a) make
and keep current public information available, as those terms are understood and defined in Rule 144 under the Securities Act at
all times after the date hereof;
(b) file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish
to any Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably
requested by an Investor in availing itself of any rule or regulation of the Commission which permits an Investor to sell any such
securities without registration.
2.8. Termination
of Status as Registrable Securities. The Registrable Securities shall cease to be Registrable Securities upon the earliest
to occur of the following events: (i) all Registrable Securities have been sold pursuant to an effective Registration Statement;
(ii) all Registrable Securities have been sold by the Investors pursuant to Rule 144 (or other similar rule) or (iii) all Registrable
Securities may be resold by the Investor holding such Registrable Securities without limitations as to volume or manner of sale
pursuant to Rule 144.
Section 3.
Miscellaneous
3.1. Amendment.
No amendment, alteration or modification of any of the provisions of this Agreement shall be binding unless made in writing and
signed by each of the Company and the Majority Investors.
3.2. Injunctive
Relief. It is hereby agreed and acknowledged that it shall be impossible to measure in money the damages that would be suffered
if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an
aggrieved Person shall be irreparably damaged and shall not have an adequate remedy at law. Any such Person shall, therefore, be
entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including, without
limitation, specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of
the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.
3.3. Notices.
All notices required or permitted under this Agreement must be in writing and sent to the address or facsimile number identified
below. Notices must be given: (a) by personal delivery, with receipt acknowledged; (b) by facsimile followed by hard copy delivered
by the methods under clause (c) or (d); (c) by prepaid certified or registered mail, return receipt requested; or
(d) by prepaid reputable overnight delivery service. Notices shall be effective upon receipt. Either party may change its notice
address by providing the other party written notice of such change. Notices shall be delivered as follows:
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If to the Investors:
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At such Investor’s address as set forth on Schedule A hereto
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If to the Company:
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[Redacted]
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with copies to:
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[Redacted]
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3.4. Governing
Law; Jurisdiction; Venue; Jury Trial.
(a) This
Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any
choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of New York.
(b) Each
of the Company and the Investors irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the courts of the State of New York sitting in the Borough of Manhattan, New York and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement and the transactions contemplated herein, or for recognition or enforcement of any judgment, and each of the
Company and the Investors irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may
be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court.
Each of the Company and the Investors hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(c) Each
of the Company and the Investors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this
Agreement and the transactions contemplated herein in any court referred to in Section 3.4(b) hereof. Each of the Company
and the Investors hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.
(d) EACH
OF THE COMPANY AND THE INVESTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE COMPANY AND THE INVESTORS (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH OF THE COMPANY AND THE INVESTORS
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
3.5. Successors,
Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated
or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that
(A) the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection
therewith, may assign their rights hereunder in respect of such transferred Registrable Securities to one or more of their affiliates,
in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of
the Company, and (B) the rights under this Agreement shall be automatically assignable by the Investors to any transferee of all
or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee
to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment;
(ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name
and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred
or assigned; and (iii) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. Any transfer
or assignment made other than as provided in this Section 3.5 shall be null and void. Subject to the foregoing and except
as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors,
permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization,
merger, consolidation, reorganization or other similar transaction whereby shareholders of the Company receive (either directly,
through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity
(the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof,
the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such
Other Equity were Registrable Securities hereunder; provided, that such Other Entity shall not be required to assume such obligations
if, upon consummation of such transaction, the Investors would be able to resell the Other Equity without limitations as to volume
or manner of sale pursuant to Rule 144.
3.6. Entire
Agreement. This Agreement, together with any exhibits hereto, constitute the entire agreement between the parties relating
to the subject matter hereof and all previous agreements or arrangements between the parties, written or oral, relating to the
subject matter hereof are superseded.
3.7. Waiver.
No failure on the part of either party hereto to exercise any power, right, privilege or remedy under this Agreement, and no delay
on the part of either party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate as a
waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy.
3.8. Severability.
If any part of this Agreement is declared invalid or unenforceable by any court of competent jurisdiction, such declaration shall
not affect the remainder of the Agreement and the invalidated provision shall be revised in a manner that shall render such provision
valid while preserving the parties’ original intent to the maximum extent possible.
3.9. Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.
3.10. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute
such counterparts (including by facsimile or other electronic means), and all of which together shall constitute one instrument.
3.11. Term
and Termination. The Investors’ rights to demand the registration of the Registrable Securities under this Agreement,
as well as the Company’s obligations hereunder other than pursuant to Section 2.5 hereof, shall terminate automatically
once all Registrable Securities cease to be Registrable Securities pursuant to the terms of Section 2.8 of this Agreement.
[Remainder of Page Intentionally Left
Blank; Signature Pages Follow]
IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
ESSA Pharma
inc.
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By:
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/s/ David S. Wood
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Name:
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David S. Wood
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Title:
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Chief Financial Officer
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
ASPIRE CAPITAL FUND, LLC
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By:
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/s/ Steven G. Martin
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Name:
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Steven G Martin
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Title:
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President SGM Holdings Corp, Manager of Aspire Capital Partners, LLC, Manager of Aspire Capital Fund, LLC
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
BIOTECHNOLOGY VALUE FUND, LP
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By:
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/s/ Mark Lampert
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Name:
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Mark Lampert
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Title:
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President BVF Inc., General Partner of BVF Partners L.P., itself GP of Biotechnology Value Fund, L.P.
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BIOTECHNOLOGY VALUE FUND II, LP
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By:
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/s/ Mark Lampert
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Name:
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Mark Lampert
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Title:
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President BVF Inc., General Partner of BVF Partners L.P., itself GP of Biotechnology Value Fund II, L.P.
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BIOTECHNOLOGY VALUE TRADING FUND
OS, LP
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By:
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/s/ Mark Lampert
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Name:
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Mark Lampert
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Title:
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President BVF Inc., General Partner of BVF Partners L.P., itself sole member of BVF Partners OS Ltd., itself GP of Biotechnology Trading Fund OS, L.P.
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
BLACKWELL PARTNERS LLC - SERIES
A
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By:
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/s/ Justin B. Nixon
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Name:
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Justin B. Nixon
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Title:
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Investment Manager
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DUMAC, Inc.
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Authorized Agent
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By:
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/s/ Jannine M. Lall
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Name:
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Jannine M. Lall
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Title:
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Head of Finance & Controller
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DUMAC, Inc.
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Authorized Agent
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
CLARUS LIFESCIENCES III, L.P.
By: Clarus Ventures III GP, L.P., its general partner
By: Blackstone Clarus III L.L.C., its general partner
By: Blackstone Holdings II L.P., its managing member
By: Blackstone Holdings I/II GP Inc., its general partner
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By:
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/s/ Robert Liptak
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Name:
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Robert Liptak
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Title:
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Senior Managing Director
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
EVENTIDE HEALTHCARE & LIFE SCIENCES
FUND
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By:
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/s/ Erik Naviloff
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Name:
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Erik Naviloff
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Title:
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Treasurer
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
OMEGA FUND IV, L.P.
By: Omega Fund IV GP, L.P. its General Partner
By: Omega Fund IV GP Manager, Ltd., its General Partner
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By:
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/s/ Anne-Mari Paster
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Name:
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Anne-Mari Paster
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Title:
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Director
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
RA CAPITAL HEALTHCARE FUND, L.P.
By: RA Capital Management, LLC, its General Partner
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By:
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/s/ Peter Kolchinsky
|
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Name:
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Peter Kolchinsky
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Title:
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Authorized Signatory
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
SOLEUS CAPITAL MASTER FUND, L.P.
By: Soleus Capital, LLC, as general partner
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By:
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/s/ Steven J. Musumeci
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Name:
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Steven J. Musumeci
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Title:
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Chief Operating Officer
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[Signature Page to Registration Rights Agreement]
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IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
SOLEUS CAPITAL SPECIAL OPPORTUNITIES
FUND, L.P.
By: Soleus Capital, LLC, as general partner
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By:
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/s/ Steven J. Musumeci
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Name:
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Steven J. Musumeci
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Title:
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Chief Operating Officer
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[Signature Page to Registration Rights Agreement]
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Schedule A
The Investors
[Redacted]
