Exhibit 10.2


 


 





VOTING AND SUPPORT AGREEMENT


 


THIS AGREEMENT made the 31st day of August,
2016


 


BETWEEN:


 


SUNOVION CNS DEVELOPMENT CANADA ULC, a corporation
governed by the laws of British Columbia.


 


(the “Purchaser”)


 


- and -


 


[SHAREHOLDER]
(the “Shareholder”)


 


WHEREAS:


 


		1.	The Purchaser intends to acquire all of the outstanding common shares (the “Common
                                                                 Shares”) and Common Share purchase warrants (the “Warrants”) in the capital of Cynapsus
                                                                 Therepeutics Inc. (the                                                                  “Company”), a
                                                                 corporation governed                                                                  by the laws of Canada, by way of a
                                                                 statutory plan of arrangement (the
                                                                 “Arrangement”) on the terms and subject to the conditions set forth in the arrangement agreement dated
                                                                 the                                                                  date hereof between the Company and the Purchaser
                                                                 (including the Plan of Arrangement attached as Schedule “A”
                                                                 thereto, the “Arrangement Agreement”).



 


		2.	The Shareholder is the registered and/or direct or indirect beneficial owner of, or exercises control
or direction over:



 


		(a)	The Common Shares set out in Schedule A hereto;



 


		(b)	The Warrants set out in Schedule A hereto; and



 


		(c)	Any other securities convertible or exchangeable into, or exercisable to acquire, Common Shares
(including Options) as set out in Schedule A hereto (such securities, together with any other of such securities acquired by the
Shareholder during the term of this Agreement, the “Convertible Securities”).



 


Such Common Shares and Warrants,
together with any Common Shares acquired by the Shareholder (whether by exercise of any Warrants, conversion, exchange or exercise
of any Convertible Securities or otherwise) during the term of this Agreement, being the “Subject Shares”.


 


		3.	Pursuant
                                         to the Arrangement Agreement, the Shareholder shall receive $40.50 for each Common Share
                                         in accordance with the terms and conditions set forth in the Arrangement Agreement and
                                         the Plan of Arrangement.



 


		4.	Pursuant
                                         to the Arrangement Agreement, the Shareholder shall receive the excess of $40.50 over
                                         the exercise price of each Warrant or Convertible Security.



 


		5.	As
                                         a condition to the willingness of the Purchaser to enter into the Arrangement Agreement
                                         and incur the obligations set forth therein, the Purchaser has required that the Shareholder
                                         enter into this Agreement.



 






     


    	 	2	 



    

 





NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto), the parties hereto agree as follows:


 


		1.	Definitions



 


Capitalized terms used herein and not defined
shall have the meanings set forth in the Arrangement Agreement.


 


		2.	Representations, Warranties and Covenants of the Shareholder



 


The Shareholder represents and warrants
to the Purchaser as follows as at the date hereof and immediately prior to the time at which the Subject Shares are acquired pursuant
to the Arrangement, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with
the matters contemplated by this Agreement:


 


		(a)	Organization and Authority. If the Shareholder is not an individual, the Shareholder is
validly existing under the laws of its jurisdiction of formation, continuance, incorporation or organization. The execution and
delivery of this Agreement by the Shareholder and the consummation by it of the transactions contemplated by this Agreement have
been duly authorized by all necessary action and no other approvals or proceedings on the part of the Shareholder are necessary
to authorize this Agreement or the transactions contemplated by this Agreement. The Shareholder has all necessary power, authority
and capacity to enter into this Agreement and to carry out all of its obligations hereunder.



 


		(b)	Enforceability. This Agreement has been duly executed and delivered by the Shareholder and
constitutes a valid and binding obligation of the Shareholder, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or affecting creditors’
rights generally and to general principles of equity.



 


		(c)	No Conflicts. If applicable, the execution and delivery by the Shareholder of this Agreement
and the performance by the Shareholder of its obligations hereunder and the completion of the transactions contemplated by this
Agreement will not result (with or without notice or the passage of time or the happening of any other event or condition) in a
violation or breach of, require any consent to be obtained under, constitute a default under any provision of, or give rise to
any termination rights under any provision of (i) the constating documents of the Shareholder (if applicable), (ii) assuming the
timely filing of such reports as may be required under Securities Laws, any applicable Laws, (iii) any resolution of Shareholder’s
board of directors or similar body (or any committee thereof) or of Shareholder’s securityholders (as applicable), or (iv)
any obligations to which it is a party or by which it is bound, including, without limitation, any voting agreement, shareholders
agreement, irrevocable proxy or voting trust, or its properties or assets are bound. The Subject Shares are not, with respect to
the voting or transfer of such Subject Shares, subject to any other agreement, including any voting agreement, shareholders agreement,
irrevocable proxy, or voting trust.



 






     


    	 	3	 



    

 


		(d)	The Subject Shares and Convertible Securities. The Shareholder is either (i) the
legal and beneficial owner of, or (ii) the beneficial owner exercising control and direction over all of the Subject Shares and
Convertible Securities, which are free and clear of all Encumbrances, except as provided under this Agreement, for any restrictions
under applicable Laws (including the Securities Act of 1933) or as arising under the granting instrument or the terms of the Convertible
Securities (none of which will affect the execution, delivery and performance by the Shareholder of this Agreement or the consummation
by the Shareholder of the transactions contemplated hereby). The only securities of the Company legally or beneficially owned by
the Shareholder, or over which the Shareholder exercises control or direction, are those listed on Schedule A to this Agreement.
The Shareholder has the sole right to (A) vote, or to dispose of, the Subject Shares and the Convertible Securities, and (B) Transfer,
or to cause the Transfer of, the Subject Shares and/or the Convertible Securities. None of the Subject Shares is subject to any
agreement, arrangement or restriction with respect to the voting thereof, except as contemplated by this Agreement. Except for
the Warrants and the Convertible Securities, the Shareholder has no agreement or option, or right or privilege (whether by Law,
pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder or transfer
to the Shareholder of additional securities of the Company. In this Agreement, “Transfer” means, with respect
to a security, any direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation,
or suffrage of an Encumbrance or security interest in or upon, or the gift, grant, or placement in trust or other disposition of
such security.



 


		(e)	Litigation. There is no action, claim, lawsuit, arbitration, mediation, proceeding or investigation
pending or, to the knowledge of the Shareholder, threatened, against the Shareholder that would reasonably be expected to have
an adverse impact on the validity of this Agreement or any action taken or to be taken by the Shareholder in connection with this
Agreement.



 


		(f)	Sophisticated Seller. The Shareholder has independently and without reliance upon the Purchaser,
and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this
Agreement. The Shareholder acknowledges that the Purchaser has not made and does not make any representation or warranty to the
Shareholder, whether express or implied, of any kind or character except as expressly set forth in this Agreement.



 


		3.	Representations and Warranties of the Purchaser



 


The Purchaser represents and warrants to the Shareholder as
follows as at the date hereof and immediately prior to the time at which the Subject Shares are acquired pursuant to the Arrangement,
and acknowledges that the Shareholder is relying upon such representations and warranties in connection with the matters contemplated
by this Agreement:


 


		(a)	Organization and Authority. The Purchaser is validly existing under the laws of its jurisdiction
of formation, continuance, incorporation or organization. The execution and delivery of this Agreement by the Purchaser and the
consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary action and no
other approvals or proceedings on the part of the Purchaser are necessary to authorize this Agreement or the transactions contemplated
by this Agreement. The Purchaser has all necessary power, authority and capacity to enter into this Agreement and to carry out
all of its obligations hereunder.



 






     


    	 	4	 



    

 


		(b)	Enforceability. This Agreement has been duly executed and delivered by the Purchaser and
constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally
and to general principles of equity.



 


		(c)	No Conflicts. The execution and delivery by the Purchaser of this Agreement and the performance
by the Purchaser of its obligations hereunder and the completion of the transactions contemplated by this Agreement will not result
(with or without notice or the passage of time or the happening of any other event or condition) in a violation or breach of, require
any consent to be obtained under, constitute a default under any provision of, or give rise to any termination rights under any
provision of (i) the constating documents of the Purchaser, (ii) assuming the timely filing of such reports as may be required
under Securities Laws, any applicable Laws, (iii) any resolution of Purchaser’s board of directors or similar body (or any
committee thereof) or of Purchaser’s securityholders (as applicable), or (iv) any obligations to which it is a party or by
which it is bound, including, without limitation, any voting agreement, shareholders agreement, irrevocable proxy or voting trust,
or its properties or assets are bound, subject in all cases to the Purchaser’s obligations under the Arrangement Agreement,
including the requirement to obtain any consent thereunder.



 


		(d)	Litigation. There is no action, claim, lawsuit, arbitration, mediation, proceeding or investigation
pending or, to the knowledge of the Purchaser, threatened, against the Purchaser that would reasonably be expected to have an adverse
impact on the validity of this Agreement or any action taken or to be taken by the Purchaser in connection with this Agreement.



 


		4.	Covenants of the Shareholder



 


Until the termination of this Agreement
in accordance with Section 5, the Shareholder irrevocably and unconditionally agrees as follows:


 


		(a)	Agreement to Vote in Favour. At any meeting of securityholders of the Company called
to vote upon the Arrangement (including the Meeting) or any of the other transactions contemplated by the Arrangement Agreement
or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including
by written consent in lieu of a meeting) with respect to the Arrangement or any of the other transactions contemplated by the Arrangement
Agreement is sought, the Shareholder shall cause its Subject Shares to be counted as present (in person or by proxy) for purposes
of establishing quorum and shall vote (or cause to be voted) its Subject Shares (i) in favour of the approval of the Arrangement
and each of the other transactions contemplated by the Arrangement Agreement (including, without limitation, the Arrangement Resolution),
and (ii) in favour of any other matter necessary for the consummation of the Arrangement or any of the other transactions contemplated
by the Arrangement Agreement.



 






     


    	 	5	 



    

 


		(b)	Agreement to Vote Against. At any meeting of securityholders of the Company (including the
Meeting) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval
of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Shareholder
shall cause its Subject Shares to be counted as present (in person or by proxy) for purposes of establishing quorum and, to the
extent not voted by the persons appointed as proxies under this Agreement, shall vote (or cause to be voted) its Subject Shares
against (i) any Acquisition Proposal other than the Arrangement, (ii) any amendment of the Company’s articles of incorporation
or bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal
or transaction would in any manner delay, impede, frustrate, prevent or nullify the Arrangement or any of the other transactions
contemplated by the Arrangement Agreement or change in any manner the voting rights of the Common Shares, and (iii) any action,
agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other
obligation of the Company in the Arrangement Agreement or of the Shareholder under this Agreement or otherwise impede, interfere
with, delay, postpone, discourage, or adversely affect the consummation of the Arrangement or any of the other transactions contemplated
by the Arrangement Agreement.



 


		(c)	Proxies and Powers of Attorney. Shareholder hereby revokes any and all previous proxies
and power of attorneys that may conflict or be inconsistent with the matters set forth in this Agreement, and no subsequent proxy
(whether revocable or irrevocable) or power of attorney shall be given by Shareholder, except as otherwise expressly contemplated
by this Agreement or as required by any letter of transmittal in connection with the Transaction.



 


		(d)	Restrictions on Transfer of Subject Shares. The Shareholder agrees to not, directly
or indirectly, (i) Transfer any of the Subject Shares or Convertible Securities, other than to allow for the cancellation of the
Warrants or the Options in accordance with the Arrangement and Arrangement Agreement, (ii) grant any proxies, deposit any of its
Subject Shares or Convertible Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement
or otherwise, with respect to its Subject Shares or Convertible Securities, other than pursuant to this Agreement or to an Affiliate
of the Shareholder, provided that the transferee of such Subject Shares or Convertible Securities agrees to be bound by the terms
of this Agreement and provided further that the Shareholder shall remain jointly and severally liable with such transferee for
the observance and performance of the covenants and obligations of the transferee under this Agreement, or (iii) take any action
that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Shareholder under
this Agreement or otherwise impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Arrangement
or any of the other transactions contemplated by the Arrangement Agreement.



 






     


    	 	6	 



    

 


		(e)	Additional Shares. The Shareholder hereby agrees, during the term of this Agreement, promptly
to notify Purchaser of any new Subject Shares or Convertible Securities acquired by Shareholder, if any, after the execution of
this Agreement. Any such shares shall be subject to the terms of this Agreement as though owned by the Shareholder on the date
of this Agreement.



 


		(f)	Certain Other Covenants.



 


The Shareholder:


 


		(i)	hereby agrees to not exercise any Dissent Rights with respect to the Arrangement;



 


		(ii)	consents to (A) details of, or a summary of, this Agreement being set out in any press release,
information circular and court documents or other public disclosure document produced by the Company, the Purchaser or any of their
respective Affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and (B)
this Agreement being made publicly available, including by filing on SEDAR and/or EDGAR. The Purchaser shall provide the Shareholder
with a reasonable opportunity to review and comment on any disclosure mentioning specifically the Shareholder in any press release
or other disclosure document that the Purchaser proposes to issue or disclose after the date hereof, and the Shareholder shall
promptly provide any comment, which shall be given reasonable consideration by the Purchaser prior to the disclosure being made.
The Shareholder acknowledges and agrees that a summary of the negotiations leading to its execution and delivery may appear in
the Circular for the Meeting and in any other public disclosure document required by any applicable Laws. The Shareholder agrees,
as promptly as practicable, to notify Purchaser of any required corrections with respect to any written information supplied by
it specifically for use in any such disclosure document, if and to the extent Shareholder becomes aware that any shall have become
false or misleading in any respect.



 


		(iii)	acknowledges and agrees (A) the
                                         Company has agreed to cause its Representatives to comply with certain terms and conditions
                                         of the provisions set forth in Section 6.1 of the Arrangement Agreement (the “Non-Solicitation
                                         Provisions”), (B) that he, she or it is a Representative of the Company for
                                         the purposes of the Non-Solicitation Provisions, and (C) to abide by the terms of the
                                         Non-Solicitation Provisions; and



 


		(iv)	on or before the fifth (5th) Business Day prior to the Meeting, duly complete and cause
forms of proxy in respect of all of the Subject Shares, and any other documents required in accordance with the Arrangement, to
be validly delivered in support of the Arrangement, and will not withdraw the forms of proxy.



 






     


    	 	7	 



    

 


		5.	Termination



 


This Agreement shall terminate upon the
earliest to occur of:


 


		(a)	the written agreement of the Purchaser and the Shareholder;



 





		(b)	notice being delivered by the Shareholder to the Purchaser if, without the prior written
                                                               consent of the Shareholder, (i) there is any decrease or change in the form of consideration payable for the outstanding
                                                               Common Shares, Warrants or Convertible Securities as set out in the Arrangement Agreement, or (ii) any amendment or change of
                                                               the Outside Date to a date later than December 31, 2016, other than an extension of the Outside Date by not more than two
                                                               months after December 31, 2016 in accordance with the definition in the Arrangement Agreement as of the date
                                                               hereof;



 


		(c)	the Effective Time; and



 


		(d)	the termination of the Arrangement Agreement in accordance with its terms.



 


		6.	Pre-Acquisition Reorganization



 





In the event that the Purchaser proposes
a Pre-Acquisition Reorganization that is not contemplated in the Plan of Arrangement on the date hereof:


 


		(a)	the Purchaser shall provide notice to the Shareholder of such proposed Pre-Acquisition Reorganization
at the same time as giving notice to the Company, along with the same information and documentation provided to the Company;



 


		(b)	the Shareholder may provide a notice to the Purchaser no later than 5:00 p.m. (Toronto time) on
or before the third (3rd) Business Days following the date on which delivery of the notice referred to in Section 6(a)
above is made that the proposed Pre-Acquisition Reorganization would have a material adverse impact on the Shareholder along with
sufficient information and documentation to evidence such material adverse impact and allow the Purchaser and its advisors to research
and review methods for undertaking the Pre-Acquisition Reorganization in a manner that does not have a material impact on the Shareholder,
should the Shareholder fail to timely provide such notice, it shall be deemed to have accepted such Pre-Acquisition Reorganization
as not having a material adverse impact on the Shareholder;



 


		(c)	if the Shareholder provides the notice contemplated in Section 6(b) above, it shall use commercially
reasonable efforts commencing within three (3) Business Days after the giving of its notice and continuing until the Business Day
prior to the date of the Meeting (if applicable), to cooperate, and to cause its advisors to cooperate, in good faith with the
Purchaser, the Company and their respective counsel and other applicable advisors to determine a manner in which the Pre-Acquisition
Reorganization may be undertaken without resulting in a material adverse impact on the Shareholder, while achieving to the fullest
extent possible the objectives of the Pre-Acquisition Reorganization;



 











     


    	 	8	 



    

 





		(d)	in the event that after following the above procedure, the proposed Pre-Acquisition Reorganization
would still have a material adverse impact on the Shareholder, the Shareholder will be relieved from all of its obligations under
Section 4 hereof other than the obligation contained in Section 4(f)(iii).



 


		7.	Governing Law and Jurisdiction



 


This Agreement shall be governed by and
construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties
hereby irrevocably and unconditionally consent to the jurisdiction of and submit to the courts of the Province of Ontario for any
actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated herein (and agree not to
commence any action, suit or proceeding relating hereto except in such courts) and further agree that service of any process, summons,
notice or document by registered mail to the addresses of the parties set forth in this Agreement shall be effective service of
process for any action, suit or proceeding brought against any party in such court. The parties hereby irrevocably and unconditionally
waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated
herein in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead
or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.


 


		8.	Specific Performance



 


The Shareholder and the Purchaser each
acknowledges and agrees that (a) its covenants, obligations and agreements contained in this Agreement relate to special, unique
and extraordinary matters, and (b) a violation of any of the terms of such covenants, obligations or agreements may cause the other
party irreparable injury for which monetary damages would not be an adequate remedy. Therefore, each party agrees that the other
parties shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond)
as a court of competent jurisdiction may deem necessary or appropriate to restrain such party from committing any violation of
such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies
available at law or in equity.


 


		9.	Amendment, Waivers, Etc.



 


Neither this Agreement nor any term hereof
may be amended or otherwise modified other than by an instrument in writing signed by each of the parties hereto. No provision
of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom
the enforcement of such waiver, discharge or termination is sought.


 


		10.	Assignment; No Third Party Beneficiaries



 


This Agreement shall not be assignable
or otherwise transferable by a party without the prior consent of the other party, and any attempt to so assign or otherwise transfer
this Agreement without such consent shall be void and of no effect. Notwithstanding the foregoing, the Purchaser may assign all
or any part of its rights hereunder to, and its obligations hereunder may be assumed by, any of its Affiliates, provided that if
such assignment and/or assumption takes place, the Purchaser shall continue to be jointly and severally liable with such Affiliate
for all obligations hereunder. This Agreement shall be binding upon the respective heirs, successors, legal representatives and
permitted assigns of the parties hereto. Nothing in this Agreement shall be construed as giving any person, other than the parties
hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect
of this Agreement or any provision hereof.


 






     


    	 	9	 



    

 


		11.	Notices



 


All notices and other communications given
or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered if delivered
personally or sent by facsimile or e-mail transmission (which is confirmed) or if sent by prepaid overnight courier (providing
proof of delivery), to the parties at the following addresses (or at such other addresses as shall be specified by any party by
notice to the other parties given in accordance with these provisions)


 


		(a)	if to the Purchaser:



 


c/o Sunovion Pharmaceuticals Inc.


84 Waterford Dr.


Malborough, Massachusetts 01752


USA


 


		Attention:	Gregory M. Bokar, Sr. Vice President, Legal Affairs and
Corporate Secretary



		Facsimile:	508.357.7511



		Email:	Gregory.Bokar@sunovion.com





 


with a copy to (which shall not constitute notice):


 


Reed Smith LLP

Suite 250

136 Main Street

Princeton, New Jersey 08540


 


	 	Attention:	Diane M. Frenier
	 	Facsimile:	609.951.0824
	 	Email:  	dfrenier@reedsmith.com


 


	 	Attention:	Edward P. Bromley III
	 	Facsimile:	609.951.0824
	 	Email:  	ebromley@reedsmith.com


 


and to:


 


Goodmans LLP


Bay Adelaide Centre

333 Bay Street, Suite 3400

Toronto ON M5H 2S7

Canada








     


    	 	10	 



    








	 	Attention:	Stephen H. Halperin
	 	Facsimile:	416.979.1234
	 	Email:  	shalperin@goodmans.ca


 


	 	Attention:	Sheldon N. Freeman
	 	Facsimile:	416.979.1234
	 	Email:  	sfreeman@goodmans.ca


 


 


		(b)	if to the Shareholder:



 





[c/o] Dexcel Pharma Technologies
Ltd.
 1 Dexcel St.,
 Or Akiva, 30600000, Israel







 


	 	Attention:	Ilan Oren, Vice President, Business Development




	 	Email:	Ilan.Oren@dexcel.com






 


with a copy to (which shall not constitute notice):


 


Osler, Hoskin & Harcourt LLP

1000 De La Gauchetière Street W., Suite 2100

Montréal, Québec

H3B 4W5


 


	 	Attention:	Francois Paradis
	 	Facsimile:	514.904.8101
	 	Email:  	fparadis@osler.com


 


The failure to send or deliver a copy of
a notice or other communication to the referred to counsel, as the case may be, shall not invalidate any notice given under this
section.


 


		12.	Remedies



 


No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by Law.


 


		13.	Severability



 


If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any applicable Law or public policy, all other conditions and provisions
of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the fullest extent possible.


 






     


    	 	11	 



    

 


		14.	Entire Agreement



 


This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings,
both oral and written, between the parties with respect to the subject matter of this Agreement.


 


		15.	Acknowledgement



 


The Purchaser acknowledges and agrees that
the Shareholder is bound hereunder solely in its capacity as a securityholder of the Company and, if the Shareholder is a director,
officer or employee of the Company, that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his
or her capacity as a director, officer or employee of the Company. Nothing in this Agreement shall (i) limit any person from fulfilling
his or her fiduciary duties as a director or officer of the Company, or (ii) prevent the Shareholder, if the Shareholder is a director
or officer of the Company, from engaging in such Shareholder’s capacity as a director or officer of the Company, in discussions
or negotiations with a person in response to any Acquisition Proposal strictly in accordance with the provisions of the Arrangement
Agreement.


 


		16.	Further Assurances



 


Subject to the terms and conditions of
this Agreement, the Shareholder and the Purchaser each agrees to cooperate in good faith and use all commercially reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable for the discharge
of its obligations under this Agreement, including its obligations under Securities Laws and the execution and delivery of such
documents as the other party may reasonably require.


 


		17.	Expenses



 


Each of the Shareholder and the Purchaser
will pay its own costs and expenses (including the fees and disbursements of legal counsel and other advisers) incurred in connection
with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.


 


		18.	Definitional and Interpretive Provisions



 


The article and section headings of this
Agreement are for convenience of reference only and are not to be considered in construing this Agreement. In this Agreement, unless
the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include
all genders. References in this Agreement to the words “include”, “includes” or “including”
shall be deemed to be followed by the words “without limitation” whether or not they are in fact followed by those
words or words of like import. The words “hereof”, “herein”, “hereto”, “hereunder”,
and “hereby” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. References to any agreement or contract are to that agreement or contract as amended, modified
or supplemented from time to time in accordance with the terms hereof and thereof. References to any person include the successors
and permitted assigns of that person. References to a particular statute or other Law shall be to such statute or other Law and
the rules, regulations and published legally binding policies made thereunder, as in force as at the date of this Agreement, and
as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute or other Law thereto,
unless otherwise expressly provided, supplements or supersedes any such statute or other Law or any such rule, regulation or legally
binding policy.


 






     


    	 	12	 



    

 


		19.	Counterparts



 


This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same
instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of
this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding
agreement between the parties.


 


[Signature pages follow]


 


 






     


    	 



    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the first date written above.


 


 





	 	SUNOVION CNS DEVELOPMENT CANADA ULC
	 	 
	 	 
	 	Per:	 
	 	 	Name: Gregory Bokar
	 	 	Title: Director



















 


OR


 








	 	[SHAREHOLDER]
	 	 
	 	 
	 	Per:	 
	 	 	Name:
	 	 	Title:







 



 






     


    	 



    

 


 


SCHEDULE “A”


 


 


 


	Security	Details
	Common Shares:	 
	Warrants:	 
	Convertible Securities – Options:	 
	Convertible Securities – Other: