tbuff_8k.htm

		Parent		Tribute
Authorized Capital Stock		The authorized share capital of Parent is €25,000 and $1,035,000 divided into 25,000 euro deferred shares of €1.00 each, 1,000,000,000 ordinary shares of $0.001 each and 35,000,000 preferred shares of $0.001 each. Under Irish law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the memorandum and articles of association or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution (approval by a simple majority of the votes cast at a general meeting of Parent shareholders). Parent's memorandum and articles of association authorizes Parent's board of directors to issue new ordinary or preferred shares without shareholder approval for a period of five years from the date of adoption of the articles of association.		Tribute is authorized by its articles to issue an unlimited number of common shares without par value and an unlimited number of preferred shares.

B-1

	Parent	Tribute
Reduction of Capital	Under Irish law, Parent may, by ordinary resolution, reduce its authorized share capital in any way. Parent also may, by special resolution (approval by not less than 75% of the votes cast at a general meeting of Parent shareholders) and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any way permitted by the Companies Act.	The OBCA provides that the authorized share capital of a corporation may be amended by the shareholders approving a special resolution (that is, no less than 66/2/3% of shares entitled to vote on such resolution voted at a meeting of shareholders).
Pre-emption Rights	Under Irish law, certain statutory pre-emption rights apply by default in favor of shareholders where shares are to be issued for cash. However, Parent has opted out of these pre-emption rights in its memorandum and articles of association as permitted under Irish law. Because Irish law requires this opt-out to be renewed every five years by special resolution, this opt-out must be so renewed in accordance with Irish statutory requirements if it is to remain effective. If the opt-out is not renewed, shares issued for cash must be offered to existing shareholders of Parent on a pro rata basis to their existing shareholding before the shares may be issued to any new shareholders. Statutory pre-emption rights do not apply (i) where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition), (ii) to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or (iii) where shares are issued pursuant to an employee stock option or similar equity plan.	Under the OBCA, shareholders of a corporation do not have pre-emptive rights to subscribe to an additional issue of shares or to any security convertible into such shares, unless such right is expressly included in the articles of incorporation or a unanimous shareholder agreement. Because the Tribute articles do not include any provisions in this regard, holders of Tribute Common Shares do not have pre-emptive rights.
Consideration for Shares	Under Irish law, Parent is prohibited from allotting shares without consideration. Parent cannot allot a share except as paid up at least as to one-quarter of the nominal value of the share and the whole of any premium paid on it. This restriction does not apply to shares allotted in pursuance of an employees' share scheme where at least the nominal value of the shares issued underlying any restricted share award, restricted share unit, performance share awards, bonus shares or any other share-based grants must be paid pursuant to the Companies Act.	Under the OBCA, shares in Tribute may be issued at such time and to such persons and for such consideration as the directors may determine, subject to Tribute's articles, by-laws and section 26 of the OBCA. As well, shares cannot be issued until the consideration for the shares is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the corporation would have received if the shares had been issued for money.

B-2

		Parent		Tribute
Dividends, Distributions, Repurchases and Redemptions		Dividends and Distributions by Parent Under Irish law, dividends and distributions may only be made from profits available for distribution. Profits available for distribution generally means accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless the net assets of Parent are equal to, or in excess of, the aggregate of Parent's called up share capital plus undistributable reserves and the distribution does not reduce Parent's net assets below such aggregate. Undistributable reserves include Parent's undenominated capital and the amount by which Parent's accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Parent's accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital and any other reserve which Parent is prohibited from distributing. The determination as to whether or not Parent has sufficient profits available for distribution to fund a dividend must be made by reference to the relevant "financial statements" of Parent. The financial statements will be either the last set of unconsolidated annual audited relevant financial statements or other financial statements properly prepared in accordance with the Companies Act (not in accordance with U.S. GAAP), which give a "true and fair view" of Parent's unconsolidated financial position and accord with accepted accounting practice. The relevant financial statements must be filed in the Companies Registration Office. Parent's memorandum and articles of association authorize the directors to declare dividends without shareholder approval to the extent they appear justified by profits. Parent's board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting and may direct that the payment be made by distribution of assets, shares or cash. No dividend issued may exceed the amount recommended by the directors.		Dividends and Distributions by Tribute Under the OBCA, Tribute may pay a dividend (i) by issuing fully paid shares of the corporation, (ii) in money, or (iii) property. The Tribute Board may not declare, and Tribute may not pay, a dividend it there are reasonable grounds for believing that: (x) Tribute is, or would after the payment be, unable to pay its liabilities as they become due; or (y) the realizable value of Tribute's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes. Under the OBCA, the purchase or other acquisition by a corporation of its shares is generally subject to solvency tests similar to those applicable to the payment of dividends, as set out above. Share Repurchases and Redemptions by Tribute Under the OBCA, a corporation may, subject to its articles, purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price thereof stated in the articles or calculated according to a formula stated in the articles. However, a corporation cannot make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that it would not meet similar solvency tests as those set out above. Applicable stock exchange rules provide for a mechanism whereby a listed corporation may repurchase for cancellation its own shares, provided that such repurchases are in accordance with the applicable rules.

B-3

		Parent		Tribute
		Dividends may be declared and paid in the form of cash or non-cash assets and may be paid in dollars or any other currency. Parent's board of directors may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to Parent in relation to the shares of Parent. Share Repurchases and Redemptions by Parent Parent's memorandum and articles of association provide that any Parent Share that Parent has agreed to acquire shall be deemed to be a redeemable share. Accordingly, for purposes of Irish law, the repurchase of Parent Shares by Parent may technically be effected as a redemption. Under Irish law, Parent may issue redeemable shares and redeem them out of profits available for distribution or the proceeds of a new issue of shares for that purpose. Parent may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of the total issued share capital of Parent. All redeemable shares must also be fully-paid and the terms of redemption of the shares must provide for payment on redemption. Parent may also be given authority to purchase its own shares with such authority to be given by its shareholders at a general meeting, which would take effect on the same terms and be subject to the same conditions as applicable to purchases by Parent's subsidiaries. Parent may also issue preferred shares, which may be redeemed at the option of either Parent or the shareholder, depending on the terms of such preferred shares. Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Parent at any time must not exceed 10% of the nominal value of the issued share capital of Parent.		Purchases by Subsidiaries of Tribute According to the OBCA, except in limited circumstances set out in the OBCA, a corporation, shall not hold shares in itself or in its holding body corporate; and shall not permit any of its subsidiary bodies corporate to hold shares of the corporation.

B-4

		Parent		Tribute
		Parent may not exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by Parent or re-issued subject to certain conditions. Purchases by Subsidiaries of Parent Under Irish law, Parent's subsidiaries may purchase Parent Shares either "on market" on a recognized stock exchange such as NASDAQ, or "off market". NASDAQ, on which the Parent Shares are listed, is specified as a recognized stock exchange for this purpose by Irish company law. TSX is not specified as a recognized stock exchange for the purpose of Irish company law. For a subsidiary of Parent to make on market purchases of Parent Shares, the shareholders of Parent must provide general authorization for such purchase by way of ordinary resolution. However, as long as this general authority has been granted, no specific shareholder authority for a particular on market purchase by a subsidiary of Parent Shares is required. For a purchase by a subsidiary of Parent Shares off market, the proposed purchase contract must be authorized by special resolution of Parent shareholders before the contract is entered into. The person whose Parent Shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution being passed, the purchase contract must be on display or must be available for inspection by Parent shareholders at the registered office of Parent. The number of shares held by the subsidiaries of Parent at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Parent. While a subsidiary holds shares of Parent, such subsidiary cannot exercise any voting rights in respect of those shares. The acquisition of Parent Shares by a subsidiary must be funded out of profits available for distribution of the subsidiary. Under Parent's memorandum and articles of association, upon recommendation of Parent's board of directors, the shareholders by ordinary resolution may authorize Parent's board of directors to capitalize any amount for the time being standing to the credit of any of Parent's reserves (including any capital redemption reserve fund or share premium account) or to the credit of profit and loss account for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

B-5

	Parent	Tribute
Bonus Shares	Under Parent's memorandum and articles of association, upon recommendation of Parent's board of directors, Parent shareholders by ordinary resolution may authorize Parent's board of directors to capitalize any amount for the time being standing to the credit of any of Parent's reserves (including any capital redemption reserve fund or share premium account) or to the credit of profit and loss account for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.	Not applicable.
Lien on Shares and Calls on Shares	Parent's memorandum and articles of association provide that Parent will have a first and paramount lien on every share that is not a fully paid up share for all amounts payable at a fixed time or called in respect of that share. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made, the shares may be forfeited. These articles are standard provisions in the memorandum and articles of association of an Irish public limited company such as Parent and will only be applicable to shares of Parent that have not been fully paid up. Any transfer of Parent Shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to the transfer agent. Parent's articles of association allow Parent, in its absolute discretion, to create an instrument of transfer and pay (or procure the payment of) any stamp duty, which is the legal obligation of a buyer. In the event of any such payment, Parent is (on behalf of itself or its affiliates) entitled to (i) seek reimbursement from the buyer or seller (at its discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the buyer or seller (at its discretion) and (iii) claim a lien against the Parent Shares on which it has paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Parent Shares has been paid unless one or both of such parties is otherwise notified by Parent.	Subject to the provisions of the OBCA, Tribute has a lien on a share of Tribute registered in the name of a shareholder or its legal representative for a debt for a debt of that shareholder to Tribute which lien may be realized by the sale or disposition of such share, or by any other method permitted by law. As referenced above, all shares of Tribute must be fully paid prior to the issuance thereof.

B-6

	Parent	Tribute
Forfeiture of Shares	Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made, the shares may be forfeited. The article is a standard provision in the memorandum and articles of association of an Irish public limited company such as Parent and will only be applicable to shares of Parent that have not been fully paid up.	Not applicable.
Election of Directors	The Companies Act provides for a minimum of two directors on the board of an Irish public limited company. Parent's board of directors currently consists of three members and will consist of nine members following the completion of the transactions. Parent's memorandum and articles of association provide that the number of directors shall not be less than three nor more than 15. The authorized number of directors (within such fixed maximum and minimum numbers) shall be determined only by the Parent's Board. At each annual general meeting of the Parent, all of the directors shall retire from office and be eligible for re-election. A director retiring at a meeting shall retain office until the close of that meeting (including any adjournment thereof). Every director shall be eligble to stand for re-election at an annual general meeting. Each director shall hold office until the next annual general meeting and until his or her successor is elected and duly qualified, subject to prior death, resignation, retirement, disqualification or removal from office. Directors are elected by ordinary resolution at a general meeting. The memorandum and articles of association of Parent requires majority voting for the election of directors, which could result in the number of directors falling below the prescribed minimum number of directors due to the failure of nominees to be elected. Accordingly, Parent's memorandum and articles of association provide that if, at any general meeting of shareholders, the number of directors is reduced below the minimum prescribed by the memorandum and articles of association, which minimum is determined by Parent's board of directors in its discretion, due to the failure of any person nominated to be a director to be elected, then, in such circumstances, the nominee or nominees who receive the highest number of votes in favor of election will be elected in order to maintain such prescribed minimum number of directors. Each director elected in this manner will remain a director (subject to the provisions of the Companies Act and the memorandum and articles of association) only until the conclusion of the next annual general meeting of Parent unless he or she is re-elected.	The OBCA provides that a publicly traded corporation shall have no fewer than three directors, at least one-third of whom are not officers or employees of the corporation or its affiliates. Tribute's articles provide that it may have between three and fifteen directors. Tribute's articles provide for a minimum of one and a maximum of 10 directors. Tribute's by-laws provide that the number of directors shall be such number between the minimum and maximum set out in the articles, as determined from time to time by special resolution, or if the special resolution empowers the Tribute Board to determine the number, by resolution of the Tribute Board. Each director shall hold office until the annual general meeting for the year in which his or her term expires and until his or her successor is elected and duly qualified, subject to prior death, resignation, retirement, disqualification or removal from office.

B-7

	Parent	Tribute
	If at a meeting of shareholders, resolutions are passed in respect of the election or re-election (as the case may be) of directors which would result in the maximum number of directors fixed in accordance with the maximum prescribed by the memorandum and articles of association of Parent being exceeded, then those director(s), in such number as exceeds such maximum fixed number, receiving at that meeting, the lowest number of votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution in their favour, not be elected or re-elected (as the case may be) to the board of directors; provided, that such provision of the memorandum and articles of association (i) shall not limit the rights of holders of any class or series of shares then in issue having special rights to nominate or appoint directors in accordance with the terms of issue of such class or series; and (ii) will not require or result in the removal of a director whose election or re-election to the board of directors was not voted at such meeting.
Removal of Directors; Vacancies	Under the Companies Act and notwithstanding anything contained in Parent's memorandum and articles of association or in any agreement between Parent and a director, the shareholders may, by an ordinary resolution, remove a director from office before the expiration of his or her term at a meeting held on no less than 28 days' notice and at which the director is entitled to be heard. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) that the director may have against Parent in respect of his or her removal. Parent's memorandum and articles of association provide that, subject to the terms of any one or more classes or series of preferred shares, any vacancy shall be filled by decision of a majority of the board of directors then in office, provided that a quorum is present. If Parent's board of directors fills a vacancy, the director's term expires at the next annual general meeting.	Under the OBCA, provided that the articles of a corporation do not provide for cumulative voting, shareholders of the corporation may, by ordinary resolution passed at an annual or special meeting, remove any director or directors from office. Tribute's articles do not provide for cumulative voting. If holders of a class or series of shares have the exclusive right to elect one or more directors, a director elected by them may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series. The OBCA provides a director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the director's election. Except for those directors elected for an expressly stated term, all of Tribute's directors then in office shall cease to hold office at the close of the meeting of shareholders at which directors are elected. If qualified, Tribute directors are eligible for re-election. Under the OBCA, a vacancy among the directors created by the removal of a director may be filled at a meeting of shareholders at which the director is removed. The OBCA also allows a vacancy on the board of directors to be filled by a quorum of directors, except when the vacancy results from an increase in the number or minimum or maximum number of directors or from a failure to elect the number or minimum number of directors required by the articles.

B-8

	Parent	Tribute
Quorum of the Board	Parent's memorandum and articles of association provide that the quorum necessary for transaction of business by Parent's board of directors may be fixed by the board and unless so fixed shall be a majority of the entire Parent board of directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third of the number so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.	Tribute's by-laws provide that the quorum necessary for the transaction of business at a meeting of Tribute's Board is a majority of the number of directors or minimum number of directors required by the articles, but in no case shall a quorum be less than two-fifths of the number of directors or minimum directors as the case may be. A majority of the directors shall be resident Canadians. Where Tribute has only one or two directors, that director or one of the two directors, as the case may be, shall be a resident Canadian. The OBCA provides that at least 25% of the directors (or if a corporation has less than four directors, at least one director) must be resident Canadians. Subject to the articles or by-laws, where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.
Duties of Directors	The directors of Parent have certain fiduciary duties. All of the directors have equal and overall responsibility for the management of Parent (although directors who also serve as employees will have additional responsibilities and duties arising under their employment agreements and it is likely that more will be expected of them in compliance with their duties than non-executive directors). The principal directors' duties include the statutory duties of good faith, acting honestly and responsibly, acting in accordance with the company's constitution, not agreeing to restrict his or her power to exercise independent judgment, avoiding conflicts of interest, exercising due care, skill and diligence and having regard to the interests of the company's shareholders. Directors will also be required to ensure the maintenance of adequate accounting records, having annual accounts prepared, having an annual audit performed, and the duty to maintain certain registers and make certain filings as well as disclosure of personal interests. A directors' compliance statement must be included in Parent's Irish statutory accounts, which should contain two elements: 1) Directors acknowledge their responsibility for securing Parent's compliance with its "Relevant Obligations" which are tax law and specified material company law obligations; and	All directors of Tribute, in exercising his powers and discharging his duties to the corporation must (i) act honestly and in good faith with a view to the best interests of the corporation; and (ii) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. These fiduciary obligations include a duty to comply with all laws, a duty to carry out management obligations with the care, diligence and skill of a person in comparable circumstances and a duty to disclose any conflicts of interest with the corporation. According to the OBCA, directors must exercise particular care with regard to the following (i) directors must not act with self-interest or collateral or improper motives; (ii) directors must not appropriate corporate opportunities—lest they be forced to disgorge profits; and (iii) directors may be liable for paying dividends while the corporation is insolvent.

B-9

	Parent	Tribute
	2) If Parent does not do any of the following items, it must give reasons why it does not: (a) draw up a compliance policy statement; (b) have appropriate arrangements or structures in place that are designed to secure material compliance with the company's Relevant Obligations; and (c) ensure the Directors have reviewed, annually, Parent's arrangements or structures. Directors must also include a statement in their Directors' Report "that so far as each director is aware, there is no relevant audit information of which the statutory auditors are unaware, and the director has taken all the steps that he ought to have taken as a director to make himself aware of relevant audit information and to establish that the company's auditors are aware of that information". Directors are under a specific duty to ensure that the secretary is a person with the requisite knowledge and experience to discharge the role.
Conflicts of Interest of Directors	As a matter of Irish law, a director is under a common law and a statutory duty to avoid conflicts of interest. Under Irish law, directors who have a personal interest in a contract or proposed contract with Parent are required to declare the nature of their interest at a meeting of Parent's board of directors. Parent is required to maintain a register of declared interests, which must be available for shareholder inspection. Parent's memorandum and articles of association provide that a director must declare any interest he or she may have in a contract with Parent at a meeting of Parent's board of directors or otherwise provide notice to Parent's board of directors. No director shall be prevented by his or her office from contracting with Parent, provided that he or she has declared the nature of his or her interest in the contracts and the contract or transaction has been approved by a majority of the disinterested directors. Under Parent's memorandum and articles of association, a director of Parent may be a director of, other officer of, or otherwise interested in, any company promoted by Parent or in which Parent is interested, and such director will not be accountable to Parent for any remuneration received from such employment or other interest provided that he or she has declared the nature of his or her position with, or interest in, such company to Parent's board of directors.	The OBCA provides that a director is required to disclose his or her interest with respect to a material contract or transaction or proposed material contract or transaction. Further, the director who is required to disclose a conflict of interest is prohibited from attending any part of a meeting of directors during which the contract or transaction is discussed and from voting on any resolution to approve it, unless the contract or transaction relates primarily to their remuneration as a director of the corporation or an affiliate, is for indemnity or insurance or is one with an affiliate of the corporation. The prohibition extends to any discussion with respect to the director's compensation as an employee, officer or agent of the corporation and to arrangements by way of security for money lent to or obligations undertaken by the director for the benefit of the corporation or an affiliate. If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting, the remaining directors will be deemed to constitute a quorum for the purposes of voting on the resolution. Where all of the directors are conflicted, the contract or transaction may be approved only by the shareholders of the corporation.

B-10

	Parent	Tribute
	The memorandum and articles of association further provide that (i) no director will be prevented from contracting with Parent because of his or her position as a director, (ii) any contract entered into between a director and Parent will not be subject to avoidance, and (iii) no director will be liable to account to Parent for any profits realized by virtue of any contract between such director and Parent because the director holds such office or the fiduciary relationship established thereby, provided that director has declared the nature of his or her interest in such contract or transaction to Parent's board of directors and the contract or transaction is approved by a majority of the disinterested directors. A director of Parent will be at liberty to vote in respect of any transaction in which he or she is interested, provided that such director discloses the nature of his or her interest prior to consideration of the transaction and any vote thereon.
Indemnification of Officers and Directors	Pursuant to Parent's memorandum and articles of association, its directors and secretary are indemnified to the extent permitted by the Companies Act. Parent may indemnify the directors or secretary only if the indemnified party receives a favorable judgment in respect of the liability, or where an Irish court determines that the director or the secretary acted honestly and reasonably and ought fairly to be excused, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on the part of the director or secretary, or in which the director or secretary is acquitted. This restriction in the Companies Act does not apply to executives who are not directors or the secretary of Parent. Any provision for indemnification to a greater extent is void under Irish law, whether contained in a memorandum and articles of association or any contract between the director and the Irish company.	The Tribute by-laws provide that subject to the provisions of the OBCA, Tribute shall indemnify a director or officer, a former director or officer of Tribute, or a person who acts or acted at Tribute's request as a director or officer of a corporation of which Tribute is a shareholder or creditor, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of Tribute or the corporation if: (i) he or she acted honestly and in good faith with a view to the best interests of Tribute; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing his or her conduct was lawful.

B-11

	Parent	Tribute
	Parent's memorandum and articles of association also contain indemnification and expense advancement provisions for current or former executives who are not directors or the secretary of Parent, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of her or her duty to the company. The directors of Parent may, on a case-by-case basis, decide at their discretion that it is in the best interests of Parent to indemnify an individual director from any liability arising from his or her position as a director of Parent. However, this discretion must be exercised bona fide in the best interests of Parent as a whole. Parent indemnifies its directors and certain officers, as well as individuals serving as directors or officers of its subsidiaries, pursuant to indemnification agreements.	Tribute indemnifies its directors and certain officers, as well as individuals serving as directors and officers of its subsidiaries, pursuant to indemnification agreements. Tribute has also obtained directors' and officers' liability insurance.
Limitation on Director Liability	Under Irish law, a company may not exempt its directors from liability for negligence or a breach of duty. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result. Under Irish law, shareholders may not agree to exempt a director or officer from any claim or right of action a shareholder may have, whether individually or in the right of a company, on account of any action taken or the failure to take any action in the performance of such director's or officer's duties to the company.	Under the OBCA, directors, officers, and employees of limited companies remain protected from personal liability unless it can be shown that their actions are tortious or exhibit an identity separate from that of the company so as to make the act or conduct complained of their own. Under the common law, the courts can impose liability on a director if they are found in breach of any of the aforementioned fiduciary obligations. The common law can also hold directors personally liable for corporate actions should they have resulted from the negligence of the director or negligent misrepresentation to a third party by a director.

B-12

		Parent		Tribute
Annual Meetings		Parent is required to hold an annual general meeting at intervals of no more than 15 months from the previous annual general meeting, provided that an annual general meeting is held in each calendar year following the first annual general meeting. Each general meeting shall be held at such time and place as designated by Parent's board of directors and as specified in the notice of meeting. Subject to the requirements of the Companies Act, all general meetings may be held outside of Ireland. The only matters that must, as a matter of Irish law, be transacted at an annual general meeting are: (i) the consideration of the company's statutory financial statements and the report of the directors and, the Companies Act, the report of the statutory auditors on those statements and that report; (ii) the review by the members of the company's affairs; (iii) save where the company's constitution provides otherwise: - the declaration of a dividend (if any) of an amount not exceeding the amount recommended by the directors; and - the authorization of the directors to approve the remuneration of the statutory auditors (if any); (iv) where the company's constitution so provides, the election and re-election of directors; (v) the appointment or re-appointment of statutory auditors; and (vi) where the company's constitution so provides, the remuneration of the directors. If no resolution is made in respect of the reappointment of an existing auditor at an annual general meeting, the existing auditor will be deemed to have continued in office. The provisions of the memorandum and articles of association of Parent relating to general meetings apply to every such general meeting of the holders of any class of shares except that the necessary quorum is one person holding or representing by proxy at least one-half of the issued shares of such class.		Directors of a corporation are required to call an annual meeting of the shareholders not later than 18 months after the date the corporation comes into existence and subsequently not later than 15 months after the holding of the last preceding annual meeting. The annual meeting is held for the purpose of receiving financial statements, electing directors and appointing auditors or dispensing with the requirement for an auditor. Prior to such meeting, the corporation must deliver to shareholders (and present to shareholders at the meeting), financial statements of the corporation together with the report of the auditor, if any. Notwithstanding the foregoing, a resolution in writing signed by all of the shareholders of a corporation is as valid as if passed at the annual meeting. At any annual meeting of the shareholders, only such business may be conducted as has been properly brought before the meeting. To be properly brought before the meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Tribute Board, (ii) otherwise properly brought before the meeting by or at the direction of the Tribute Board, or (iii) properly brought before an annual meeting of shareholders by a shareholder. For business to be properly brought before an annual meeting by a shareholders it must be done in compliance with the procedures set forth in the OBCA.

B-13

	Parent	Tribute
	Parent's memorandum and articles of association provide that a resolution may only be put to vote at a general meeting of Parent or of the holders of any class of shares if (i) it is specified in the notice of the meeting; (ii) it is proposed by or at the direction of Parent's board of directors; (iii) it is proposed at the direction of the Irish High Court; (iv) it is proposed on the requisition in writing of the holder of the share as is prescribed by, and is made in accordance with, section 178 of the Companies Act; or (v) it is proposed pursuant to and in accordance with the procedures and requirements for the nominations of directors set out in Parent's memorandum and articles of association; or (vi) the chairman of the meeting in his or her absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting.
Special/Extraordinary General Meetings	Extraordinary general meetings are generally held for the purpose of approving shareholder resolutions as may be required from time to time. At any extraordinary general meeting only such business will be conducted as is set forth in the notice thereof. The Companies Act provides that Parents' shareholders holding not less than 10% of the total voting rights may requisition an extraordinary general meeting. One or more shareholders of Parent, holding not less than 100% of the total voting rights, may convene an extraordinary general meeting. In the case of an extraordinary general meeting requisitioned by Parent's shareholders, the purpose of the meeting must be set out in the requisition notice. Upon receipt of any such valid requisition notice, Parent's board of directors has 21 days to convene a meeting of Parent shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If Parent's board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of Parent's receipt of the requisition notice.	In addition to the calling of an annual meeting of shareholders, the OBCA also provides for the calling of a special meeting at any time, wherein business requiring shareholder approval can be transacted. The notice for a special meeting must (i) state the time and place of the meeting, and (ii) state the nature of that business to be addressed at the special meeting in sufficient detail to permit the shareholder to form a reasoned judgement thereon; and (iii) provide the text of the special resolutions submitted to the meeting. Agendas for special meetings of shareholders usually deal with specific questions or issues, such as whether to approve a fundamental change proposed by the corporation's directors. Generally, a corporation's directors will call a special meeting of the shareholders when they would like to undertake a particular activity or to consider a special issue that requires shareholder approval.

B-14

	Parent	Tribute
	If Parent's board of directors becomes aware that the net assets of Parent are not greater than half of the amount of Parent's called-up share capital, it must convene an extraordinary general meeting of Parent shareholders not later than 28 days from the date that the directors learn of this fact to consider how to address the situation.
Record Date; Notice Provisions	Parent's memorandum and articles of association provide that Parent's board of directors may fix in advance a record date (i) to determine the shareholders entitled to notice of or to vote at a meeting of the shareholders that is no more than 60 days and no less than 10 days before the date of the meeting, and (ii) for the purpose of determining the shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose that is no more than 60 days prior to the date of payment of the dividend or the date of any other action to which the determination of shareholders is relevant. The record date may not precede the date upon which the resolution fixing the record date is adopted by the directors. If the register of Parent shareholders is closed in connection with a meeting, it must be closed for at least five days preceding the meeting and the record date for determination of the shareholders entitled to receive notice of, and to vote at, that meeting will be the date of the closing of the register of Parent shareholders. Notice of an annual or extraordinary general meeting must be given to all Parent shareholders and to the auditors of Parent. Parent's memorandum and articles of association provide for a minimum notice period of 21 days for an annual general meeting, which is the minimum permitted under Irish law. In addition, under Irish law and Parent's memorandum and articles of association, the minimum notice periods are 21 days' notice in writing for an extraordinary general meeting to approve a special resolution and 14 days' notice in writing for any other extraordinary general meeting.	The OBCA provides that the directors can fix in advance a date as the record date for the purpose of determining shareholders (i) entitled to receive payment of a dividend; (ii) entitled to participate in a liquidation or distribution; (iii) for any other purpose except the right to receive notice of or to vote at a meeting, provided that the record date cannot precede the particular action to be taken by more than 50 days. For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the OBCA provides that the directors can fix in advance a date as the record date for such determination of shareholders, but the record date cannot precede by more than 60 days or by less than 30 days the date on which the meeting is to be held. Tribute's by-laws reduce this 60 day period to 50 days. Where no record date is fixed, the record date for the determination of shareholders for any purpose other than to establish a shareholder's right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto. If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected, notice thereof must be given, not less than seven days before the date so fixed (a) by advertisement in accordance with s.95(4) of the OBCA; and (b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed.

B-15

		Parent		Tribute
Advance Notice of Director Nominations and Other Proposals		The Companies Act provides that Parents' shareholders holding not less than 10% of the total voting rights may requisition an extraordinary general meeting for the purpose of considering certain proposals including director nominations. Parent's memorandum and articles of association provide that shareholder nominations of persons to be elected to Parent's board of directors at an annual general meeting must be made following written notice to the secretary of Parent executed by a shareholder accompanied by certain background and other information specified in the memorandum and articles of association. Such written notice and information must be received by the secretary of Parent not less than 90 days prior to such meeting; provided, however, that if less than 70 days' notice or prior public disclosure of the date of the meeting is given to shareholders, such nomination shall have been mailed or delivered to the Secretary not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or such public disclosure was made, whichever occurs first. To be in proper form, Parent's memorandum and articles of association require that the notice include, among other things, certain disclosures about (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of Parent which are beneficially owned by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to such nominees in proxy solicitations pursuant to Regulation 14A under the U.S. Securities Act (including such person's written consent to be named as a nominee and to serve as a director if elected); and (b) as to the shareholder giving the notice (i) the name and address, as they appear on Parent's books, of such shareholder and (ii) the class and number of the shares of Parent which are beneficially owned by such shareholder. Parent may require any proposed nominee to furnish such other information as may reasonably be required by Parent to determine the eligibility of such proposed nominee to serve as a director of Parent.		Under the OBCA, a shareholder entitled to vote at a meeting of shareholders may (a) submit to the corporation notice of a proposal; and (b) discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal. If so requested by a shareholder giving notice of a proposal, the corporation must include in the management information circular or attach thereto a statement by the shareholder of not more than two hundred words in support of the proposal along with the name and address of the shareholder. A proposal can include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this does not preclude nominations being made at a meeting of shareholders. Where a corporation refuses to include a proposal in a management information circular, the corporation must, within ten days after receiving the proposal, send notice to the shareholder submitting the proposal of its intention to omit the proposal from the management information circular and send to the shareholder a statement of the reasons for the refusal. Upon the application of a shareholder aggrieved by a corporation's refusal, the court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit.

B-16

	Parent	Tribute
Quorum at Shareholder Meetings	Parent's memorandum and articles of association provide that no business shall be transacted at any general meeting unless a quorum is present. One or more Parent shareholders present in person or by proxy holding not less than a majority of the issued and outstanding shares of Parent entitled to vote at the meeting in question constitute a quorum.	Tribute's by-laws provide that a quorum of shareholders is present at a meeting of shareholders if at least 15% of the shares entitled to vote at the meeting are present in person or represented by proxy.
Voting Rights	Each Parent shareholder is entitled to one vote for each Parent Share that he or she holds as of the record date for the meeting. Irish law requires approval of certain matters by "special resolution" of the shareholders at a general meeting. A special resolution requires the approval of not less than 75% of the votes of Parent shareholders cast at a general meeting at which a quorum is present. Ordinary resolutions, by contrast, require a simple majority of the votes of Parent cast at a general meeting at which a quorum is present.	Each Tribute Common Share entitles the holder thereof to one vote at a meeting of shareholders. Unless a ballot is directed by the chair of a meeting of the shareholders or demanded by a shareholder entitled to vote at the meeting, motions are voted on by a show of hands with each person having one vote (regardless of the number of shares such person is entitled to vote). If voting is conducted by ballot, each person is entitled to one vote (or such other number as may be provided in the articles) for each share such person is entitled to vote.
Action by Written Consent	The Companies Act provides that shareholders may approve a resolution without a meeting if (i) all shareholders sign the written resolution and (ii) the company's memorandum and articles of association permit written resolutions of shareholders. Parent's memorandum and articles of association provides that no action required to be taken at a meeting of the shareholders of Parent may be taken without a meeting, and the power of the Parent shareholders to consent in writing to the taking of any action by written consent without a meeting is not permitted.	Under the OBCA, shareholder action without a meeting may be taken by written resolution signed by all shareholders who would be entitled to vote on the relevant issue at a meeting (other than where a written statement is submitted by a director or auditor giving reasons for resigning or for opposing any proposed action or resolution, in accordance with the OBCA).

B-17

	Parent	Tribute
Derivative or Other Suits	In certain limited circumstances, a shareholder may be entitled to bring a derivative action on behalf of Parent if a wrong committed against Parent would otherwise go unredressed. The principal case law in Ireland indicates that to bring a derivative action a person must first establish a prima facie case (i) that the company is entitled to the relief claimed and (ii) that the action falls within one of the five exceptions derived from case law, as follows: • where an ultra vires or illegal act is perpetrated; • where more than a bare majority is required to ratify the "wrong" complained of; • where the shareholders' personal rights are infringed; • where a fraud has been perpetrated upon a minority by those in control; or • where the justice of the case requires a minority to be permitted to institute proceedings. Irish law also permits shareholders of Parent to bring proceedings against Parent where the affairs of Parent are being conducted, or the powers of the directors are being exercised, in a manner oppressive to the shareholders or in disregard of their interests. The court can grant any relief it sees fit and the usual remedy is the purchase or transfer of the shares of any shareholder.	Under the OBCA, a Tribute Shareholder, or other complainant recognized under the OBCA, may apply to the court for leave to bring an action in the name of and on behalf of Tribute or any subsidiary, or to intervene in an existing action to which Tribute or a subsidiary is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of Tribute or its subsidiary. Under the OBCA, no action may be brought and no intervention in an action may be made unless a court is satisfied that: (i) the complainant has given the requisite notice to the directors of the corporation or its subsidiary of the complainant's intention to apply to the court if the directors do not bring, diligently prosecute or defend or discontinue the action; (ii) the complainant is acting in good faith; and (iii) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. The OBCA also permits Tribute Shareholders to bring proceedings against Tribute where the affairs of Tribute are being conducted, or the powers of the directors are being exercised, in a manner oppressive to the shareholders or in disregard of their interests. The court can grant any relief it sees fit and the usual remedy is the purchase or transfer of the shares of any shareholder.
Inspection of Books and Records	Under Irish law, Parent shareholders have the right to: (i) receive a copy of Parent's memorandum and articles of association and any act of the Irish government that alters Parent's memorandum and articles of association; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of Parent; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors' interests and other statutory registers maintained by Parent; (iv) receive copies of balance sheets and directors' and auditors' reports that have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of any subsidiary of Parent that have previously been sent to shareholders prior to an annual general meeting for the preceding ten years.	Under the OBCA, registered holders of shares, beneficial owners of shares and creditors of a corporation, their agents and legal representatives, may examine certain of the records of a corporation, including the articles and by-laws of a corporation, the shareholder minutes and resolutions, during usual business hours and may take extracts from those records, free of charge, and, if the corporation is an offering corporation, any other person can do so upon payment of a reasonable fee.

B-18

		Parent		Tribute
Disclosure of Interests in Shares		Under the Companies Act, each Parent shareholder must notify Parent if, as a result of a transaction, the shareholder will become interested in 3% or more of the relevant share capital of Parent (i.e., voting shares), or if as a result of a transaction a shareholder who was interested in more than 3% of the relevant share capital of Parent ceases to be so interested. Where a shareholder is interested in more than 3% of the relevant share capital of Parent, the shareholder must notify Parent of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of the issued share capital of Parent (or any such class of share capital in issue). Where the percentage level of the shareholder's interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. Parent must be notified within five business days of the transaction or alteration of the shareholder's interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder's rights in respect of any Parent Shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to a court to have the rights attaching to such shares reinstated. In addition, Parent, under the Companies Act, may, by notice in writing, require a person whom Parent knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued to have been, interested in shares comprised in Parent's relevant share capital: (i) to indicate whether or not it is the case; and (ii) where such person holds or has during that time held an interest in the shares of Parent, to provide additional information, including the person's own past or present interests in shares of Parent. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice. If the recipient of the notice fails to respond within the reasonable time period specified in the notice, Parent may apply to court for an order directing that the affected shares be subject to certain restrictions, including on transfer, voting and right to receive payments. The court may also order that shares subject to any of these restrictions be sold with the restrictions terminating upon the completion of the sale.		Neither the OBCA nor the articles or by-laws of Tribute impose any obligations with respect to disclosure by shareholders of their respective interests in the Tribute Common Shares. Applicable securities laws govern the circumstances requiring persons who acquire Tribute securities to disclose their interests in such securities.

B-19

		Parent		Tribute
Business Combinations		Shareholder approval in connection with a business combination involving Parent would be required under the following circumstances: • in connection with a takeover by scheme of arrangement, both a court order from the Irish High Court and the approval of a majority in number representing 75% in value of the shareholders present and voting in person or by proxy at a meeting called to approve such a scheme; • in connection with a general takeover offer, for all of the shares of Parent, the holders of 80% or more of Parent's shares would have to accept the offer for their shares in order for the remaining shareholders to be statutorily required to transfer their shares; and • in connection with an acquisition of Parent by way of a merger with an EEA company under the European Union Cross-Border Mergers Directive 2005/56/EC by a special resolution of the shareholders. • by way of merger with another company under Chapter 16 of Part 17 of the Companies Act. Irish law does not generally require shareholder approval for a sale, lease or exchange of all or substantially all of a company's property and assets.		Certain fundamental changes such as certain amalgamations (other than with certain affiliated corporations), continuances to another jurisdiction and sales, leases or exchanges of all or substantially all of the property of a corporation (other than in the ordinary course of business) and other extraordinary corporate actions such as liquidations, dissolutions and plans of arrangement are required to be approved by special shareholder resolution. In certain cases, a special resolution to approve an extraordinary corporate action is also required to be approved separately by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights (unless in certain cases the share provisions with respect to such class or series of shares provides otherwise). A special resolution requires a minimum of 2/3 of the votes cast on a such a resolution to be approved. Pursuant to applicable securities laws a vote of the majority of disinterested shareholders may also be required where certain shareholders have an interest in the transaction being approved.

B-20

	Parent	Tribute
Appraisal Rights / Dissent Rights	Generally, under Irish law, shareholders of an Irish company do not have dissenters' or appraisal rights. Under the European Communities (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish public limited company such as Parent and a company incorporated in the European Economic Area (the European Economic Area includes all member states of the European Union and Norway, Iceland and Liechtenstein), a shareholder (i) who voted against the special resolution approving the merger or (ii) of a company in which 90% of the shares are held by the other party to the merger, has the right to request that the company acquire his or her shares for cash at a price determined in accordance with the share exchange ratio set out in the Transaction Agreement. Under Chapter 16 of Part 17 of the Companies Act , a shareholder (i) who voted against the special resolution approving the merger or (ii) of a company in which 90% or more, but not all of the shares are held by the other party to the merger, has the right, not later than 15 days after the relevant date, being the date on which the latest general meeting of that company to consider the terms of the merger, to request in writing that the successor company acquire his or her shares for cash at a price determined in accordance with the share exchange ratio set out in the Transaction Agreement.	The OBCA provides that shareholders of a corporation are entitled to exercise dissent rights in respect of certain matters and to be paid the fair value of their shares in connection therewith. Such matters include: (i) an amalgamation with another corporation (other than with certain affiliated corporations); (ii) an amendment to the corporation's articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of the class in respect of which a shareholder is dissenting; (iii) an amendment to the corporation's articles to add, change or remove any restriction on the business or businesses that the corporation may carry on; (iv) a continuance under the laws of another jurisdiction; (v) a sale, lease or exchange of all or substantially all of the property of the corporation other than in the ordinary course of business; and (vi) plans of arrangement.
Anti-Takeover Measures	Any transaction in which a third party seeks to acquire 30% or more of the voting rights of Parent and other acquisitions of Parent securities will be governed by the Irish Takeover Panel Act 1997 (the "Takeover Panel Act") and the Irish Takeover Panel Act, 1997, Takeover Rules 2013, as amended ("Irish Takeover Rules"). which will be regulated by the Irish Takeover Panel (the "Panel"). The "General Principles" of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.	In Ontario, the term "take-over bid" refers to an offer to acquire voting or equity securities of an issuer that is made to one or more persons, any of whom is in the legislating jurisdiction, whether the offeror is offering cash, securities or a combination of both to the target shareholders, if the securities subject to the offer, together with the securities held by the offeror, constitute in the aggregate 20% or more of the outstanding securities of that class at the date of the offer.

B-21

		Parent		Tribute
		General Principles The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Panel: (a) in the event of an offer, all holders of security of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected; (b) the holders of the securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the target company must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the target company's places of business; (c) the board of the target company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer; (d) false markets must not be created in the securities of the target company, the bidder or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted; (e) a bidder must announce an offer only after ensuring that he or she can fulfill in full, any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration; (f) a target company must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities; and (g) a substantial acquisition of securities (whether such acquisition is to be effected by one transactions or a series of transaction) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.		Take-over Bid - General Principles A take-over bid typically refers to a take-over bid made by way of a take-over bid circular, not a bid which is exempt from the take-over bid rules. A take-over bid may be commenced by publishing an advertisement in a newspaper or by sending the circular to the shareholders of the target company. In either case, the bid must be open for at least 35 full days from the date of the bid. If the offeror is able to acquire 90% or more of the outstanding shares of the target (other than shares held by the offeror at the commencement of the bid), then the balance of the shares may be acquired through a statutory compulsory acquisition process often referred to as a "squeeze-out" transaction. However, if the offeror is only successful in acquiring between 66 2/3% and 90% of the outstanding shares, then a second-stage transaction, such as a plan of arrangement or amalgamation, would need to be completed in order to obtain the balance of the shares of the target company. The take-over bid rules restrict the conferring of collateral benefits on security holders and also strictly control purchases of the shares which are subject to the bid, prior to, during and after the bid. Takeover-Bid Defensive Tactics Once an unsolicited bid has commenced, the target will often engage in a series of defensive tactics to try to give its board of directors more time to adequately pursue all available alternatives. These tactics may include: A. Claims of Inadequate Disclosure and Misrepresentations The target will review all actions taken by the bidder to ensure compliance with applicable law, such as compliance with the pre-bid integration rules. In addition, the target will review the take-over bid circular for compliance with the disclosure requirements. Where the disclosure is found to be materially deficient, the target may make an application to the local securities regulatory authority to have the take-over bid cease traded.

B-22

		Parent		Tribute
		Mandatory Bid Under certain circumstances, a person who acquires shares or other voting rights in Parent may be required under the Irish Takeover Rules to make a mandatory cash offer for the remaining outstanding shares in Parent at a price not less than the highest price paid for the shares by the acquirer (or any parties acting in concert with the acquirer) during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of shares would increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of the voting rights in Parent, unless the Panel otherwise consents. An acquisition of shares by a person holding (together with its concert parties) shares representing between 30% and 50% of the voting rights in Parent would also trigger the mandatory bid requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person (together with its concert parties) would increase by 0.05% within a 12-month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements in purchasing additional securities. Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements If a person makes a voluntary offer to acquire outstanding Parent Shares, the offer price must be no less than the highest price paid for Parent Shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Panel has the power to extend the "look back" period to 12 months if the Panel, taking into account the General Principles, believes it is appropriate to do so. If the bidder or any of its concert parties has acquired Parent Shares (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total Parent Shares or (ii) at any time after the commencement of the offer period, the offer must be in cash (or accompanied by a full cash alternative) and the price per Parent share must not be less than the highest price paid by the bidder or its concert parties during, in the case of (i), the 12-month period prior to the commencement of the offer period and, in the case of (ii), the offer period. The Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total Parent Shares in the 12-month period prior to the commencement of the offer period if the Panel, taking into account the General Principles, considers it just and proper to do so. An offer period will generally commence from the date of the first announcement of the offer or proposed offer.		Even if the disclosure is found to be materially deficient, the securities commissions are generally reluctant to cease trade an offer if the non-disclosure has been rectified through some other means. The most common means is through the directors' circular. The board of directors of the target is required to send to all shareholders a directors' circular within 15 days of the date of the bid. The statutory requirements of such circular impose upon the directors a statutory duty to rectify any deficiencies or material non-disclosure in a take-over bid circular. Accordingly, the commissions often take the position that any deficiencies in the take-over bid have been rectified by the directors' circular. B. Poison Pills Many Canadian public companies have adopted a shareholder rights plan ("SRP") or "poison pill". If the target has an SRP, the offeror will need to carefully review it. Tribute has not adopted an SRP. The normal stated purposes of an SRP in Canada are to ensure that all shareholders are treated equally and to provide a period longer than 35 days for the board of the target to develop an alternative to maximize shareholder value. An SRP must be approved by a majority of the shareholders within six months of its adoption by the board of directors or the SRP is terminated. SRPs would normally be triggered by a person becoming an "acquiring person," which is generally defined as the beneficial owner of a specified percentage (usually 20%) of the outstanding voting securities of the company. A buyer can prevent the triggering of the SRP by making a "permitted bid," which typically is a bid that is open for a minimum period (usually 60 days), requires as a condition of the bid that a minimum of 50% of the shares held by independent shareholders be deposited, and if the minimum is achieved, the bid be extended for at least 10 days to give the remaining shareholders an opportunity to accept the bid. In Canada it is common practice for the offeror to make application to a securities commission to have the target's SRP cease traded, resulting in numerous commission decisions on the subject.

B-23

		Parent		Tribute
		Substantial Acquisition Rules Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Parent is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Parent and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings. Frustrating Action Under the Irish Takeover Rules, Parent's board of directors is not permitted to take any action which might frustrate an offer for the shares of Parent once Parent's board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where: • the action is approved by Parent shareholders at a general meeting; or • the Panel has given its consent, where: • it is satisfied the action would not constitute frustrating action; • Parent shareholders that hold 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting; • the action is taken in accordance with a contract entered into prior to the announcement of the offer; or • the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business. Certain other provisions of Irish law or Parent's memorandum and articles of association may be considered to have anti-takeover effects, including those described in the following sections of this Circular: "Comparison of the Rights of Parent Shareholders and Tribute Shareholders—Removal of Directors; Vacancies," "Comparison of the Rights of Parent Shareholders and Tribute Shareholders —Amendments of Governing Documents," "Comparison of the Rights of Parent Shareholders and Tribute Shareholders—Calling Special Meetings of Shareholders" and "Comparison of the Rights of Parent Shareholders and Tribute Shareholders—Notice Provisions".		There is currently a discrepancy among Canadian securities regulators in the manner which they view poison pills. Accordingly, since a securities regulatory hearing on a poison pill normally takes place in the province or territory of the target's head office, the target's location could determine the outcome of the hearing. Nevertheless, it is clear at the present time in Canada that if there is no vote of shareholders approving a poison pill during the hostile take-over bid, the position of the regulators is that the poison pill will not be permitted to impede the bid indefinitely, regardless of where the target is located.

B-24

	Parent	Tribute
Rights Agreement	Parent's memorandum and articles of association expressly authorize the adoption of a shareholders' rights plan. Irish law does not expressly authorize or prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law and their interaction with the Irish Takeover Rules and the General Principles underlying the Irish Takeover Rules. Subject to the Irish Takeover Rules described in "—Anti-takeover Measures," Parent's board of directors also has power to issue any authorized and unissued shares of Parent on such terms and conditions as it may determine and any such action should be taken in the best interests of Parent. The terms and conditions of any issue of preferred shares could discourage a takeover or other transaction that holders of some or a majority of the ordinary shares believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares.	Tribute does not currently have an SRP in place but the Tribute Board has the ability to implement an SRP subject to the approval of Tribute Shareholders within six months of its adoption.
Variation of Rights Attaching to a Class or Series of Shares	Any variation of class rights attaching to the issued shares of Parent must be approved by a special resolution of Parent's shareholders of the affected class or with the consent in writing of the holders of three-quarters of all the votes of that class of shares. Any issuance of preferred shares would require the approval of Parent shareholders in general meeting.	Under the OBCA, a special resolution must be passed in order for the corporation to file Articles of Amendment that change or vary the rights of an existing class of shares. However, where the directors are authorized by the articles to divide any class of unissued shares into series and determine the designation, rights, privileges, restrictions and conditions thereof, they can authorize the amendment of the articles to so provide.
Amendments of Constituent Documents	Irish companies may only alter their memorandum and articles of association by the passing of a special resolution of shareholders.	The OBCA provided that the articles of a corporation can be amended for various reasons such as to change the name or to amend the share structure of a corporation. Depending on the nature of the amendment, it will require either a special resolution of the shareholders and/or a resolution of the directors.

B-25

	Parent	Tribute
Dissolution	The rights of Parent shareholders to a return of Parent's assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in Parent's memorandum and articles of association or the terms of any preferred shares that may be issued by Parent from time to time. The holders of Parent preferred shares may have the right to priority in a dissolution or winding up of Parent. If Parent's memorandum and articles of association contain no specific provisions in respect of a dissolution or winding up, then, subject to the priorities of any creditors, the assets will be distributed to Parent shareholders in proportion to the paid-up nominal value of the shares held. Parent's memorandum and articles of association provide that the Parent shareholders are entitled to participate pro rata in a winding up, but their right to do so may be subject to the rights of any preferred shareholders to participate under the terms of any series or class of preferred shares. Parent may be dissolved and wound up at any time by way of a shareholders' voluntary winding up or a creditors' winding up. In the case of a shareholders' voluntary winding up, a special resolution of shareholders is required. Parent may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Parent has failed to file certain returns.	Voluntary Dissolution Prior to a voluntary dissolution, the corporation must first pay or discharge its debts. Subsequently, it must transfer its remaining assets to its shareholders or liquidate its remaining assets into cash and distribute the cash to the shareholders based on the shareholders' entitlements. Corporations with ongoing legal proceedings are generally not permitted to dissolve voluntarily. Special conditions apply if an insolvent or a bankrupt corporation wishes to dissolve. A corporation may be revived if someone seeks to bring a legal proceeding or enforce a debt against the dissolved corporation. After revival, the dissolved corporation will once again become a legal person. If a corporation is successfully revived, then its revival will be applied retroactively so that the corporation will be responsible for all acts done by (and to) the corporation during the time period after the corporation was dissolved and before it was revived. Involuntary Dissolution A corporation may be involuntarily dissolved by order of the Director under the OBCA in certain circumstances.
Enforcement of Judgment Rendered by a Canadian Court	A judgment for the payment of money rendered by a court in the Canada based on civil liability would not be automatically enforceable in Ireland. There is no treaty between Ireland and the Canada providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before the foreign judgment may be deemed to be enforceable by an Irish Court in Ireland: • the judgment must be for a definite sum; • the judgment must be final and conclusive; and • the judgment must be provided by a court of competent jurisdiction. An Irish court will also exercise its right to refuse judgment if the foreign judgment was obtained by fraud, if the judgment violated Irish public policy, if the judgment is in breach of natural justice or if it is irreconcilable with an earlier foreign judgment.	A judgment for the payment of money rendered in a court in Canada based on civil liability generally would be enforceable elsewhere in Canada.

BLOOM BURTON & CO. FAIRNESS OPINION

STRICTLY PRIVATE & CONFIDENTIAL

June 7, 2015

The Board of Directors

Tribute Pharmaceuticals Canada Inc.

151 Steeles Ave East Milton, Ontario

L9T 1Y1

Members of the Board of Directors,

Bloom Burton & Co. Limited ("Bloom Burton", “we” or “us”) understands that the Directors of Tribute Pharmaceuticals Canada Inc. (“Tribute” or the “Company”) wish to establish the fairness, from a financial point of view, to the holders of common shares of Tribute, of the consideration to be received pursuant to the terms and conditions of the Agreement and Plan of Merger and Arrangement dated June 8, 2015, among Tribute, Aguono Limited, Trafwell Limted, ARLZ US Acquisition Corp., ARLZ CA Acquisition Corp., and POZEN, Inc. and the Plan of Arrangement under Section 182 of the Business Corporations Act (Ontario) (the “Transaction”).

We understand that pursuant to the terms of the Transaction each of Tribute and POZEN, Inc. (“Pozen”) will become wholly-owned indirect subsidiaries of Trafwell Limited (“NewCo”), a private limited company incorporated in Ireland. We further understand that under the terms of the Transaction each common share of Tribute will be converted into a number of shares in NewCo equivalent in value to that of 0.1455 common shares of Pozen. The terms and conditions of the Transaction are fully set forth in the Agreement and Plan of Merger and Arrangement and the Plan of Arrangement. Tribute retained Bloom Burton to prepare and deliver a fairness opinion (the “Fairness Opinion”) to the Board of Directors of Tribute (the “Board”) in connection with the Transaction.

Engagement of Bloom Burton

By letter agreement dated June 2, 2015 (the “Engagement Letter”), the Company retained Bloom Burton to provide advisory services in respect of the Transaction. The Engagement Letter provides that Bloom Burton is to be paid a fee as well as reimbursement of all out-of-pocket expenses. Tribute has agreed to indemnify Bloom Burton from and against certain liabilities arising out of the performance of professional services rendered by Bloom Burton and its personnel under the Engagement Letter. Bloom Burton consents to the inclusion of the Fairness Opinion in its entirety and a summary thereof in the Management Information Circular to be prepared by the Company in connection with the Transaction and to the filing thereof, as required, with the securities commissions or similar authorities in Canada.

Bloom Burton has not been engaged to prepare (and has not prepared) a formal valuation or appraisal of Tribute, or of any of the assets, liabilities or securities of Tribute, or to express any opinion with respect to the form of the Transaction itself, and the Fairness Opinion should not be construed as such. Bloom Burton was similarly not engaged to review any legal, tax or accounting aspects of the Transaction. However, Bloom Burton has performed research, financial analyses and testing of assumptions that it considered to be appropriate and necessary in the circumstances to support the conclusions reached in the Fairness Opinion.

Page 2 of 4

instructions from Tribute in connection with the conclusions reached in the Fairness Opinion. The fees payable to Bloom Burton are not dependent in any way on the conclusions of the Fairness Opinion.

Relationship With Interested Parties

Neither Bloom Burton nor any of its affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of Tribute, or any of their respective associates or affiliates. Bloom Burton has not been engaged to provide any financial advisory services nor has it participated in any financing involving Pozen or any of their respective associates or affiliates, within the past two years. Bloom Burton has acted as a financial advisor, agent or underwriter to Tribute within the past two years. There are no understandings, agreements or commitments between Bloom Burton and Tribute, Pozen, or any of their respective associates or affiliates with respect to any future business dealings. Bloom Burton may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for Tribute, Pozen, or any of their respective associates or affiliates.

Bloom Burton holds in-the-money convertible securities of Tribute, which if exercised into common stock, would represent <1% of the fully diluted securities of Tribute. Bloom Burton does not have positions in the securities of Pozen or any of their respective associates or affiliates. As an investment dealer, Bloom Burton conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to Tribute, or the Transaction.

Credentials of Bloom Burton

Bloom Burton is an investment banking firm specializing in the life science and healthcare industries. Founded in 2009 in Toronto, Ontario, Bloom Burton is a member of the Investment Industry Regulatory Organization of Canada (IIROC) and is also a member of the Canadian Investor Protection Fund (CIPF). We offer our clients investment banking services including corporate finance and mergers and acquisitions advisory services. Our client types include privately-held and public life science or healthcare companies looking for financing or commercialization advice and Institutional and individual investors looking to invest in healthcare companies. Bloom Burton is Canada’s most active, healthcare-focused investment bank and has acted on behalf of our clients in over ninety transactions. The opinion expressed herein is the opinion of Bloom Burton.

Scope of Review

In connection with rendering the Fairness Opinion, Bloom Burton reviewed the Agreement and Plan of Merger and Arrangement and the Plan of Arrangement, Voting Agreements between specified shareholders of Tribute and Pozen, other related agreements and other publicly available financial and business information pertaining to Tribute and Pozen. We also reviewed certain other information pertaining to Tribute and Pozen including financial forecasts provided to us by Management of Tribute and Pozen and certain other information to commercial, regulatory and intellectual property aspects of each of the companies’ current and potential future operations. Bloom Burton additionally reviewed considered financial and stock market information pertaining to Tribute and Pozen as well as data for other companies that, in our professional judgement, we deemed similar to Tribute and/or Pozen. We also considered the financial terms of select business combinations or other transactions that we deemed relevant to the Transaction and certain other information, market research, financial and economic analysis, other capital markets criteria and discussions (including discussions with senior management, and other third parties) as we considered necessary and appropriate in the circumstances. Bloom Burton has not, to the best of its knowledge, been denied access by Tribute to any information under its control requested by Bloom Burton. Bloom Burton did not meet with the auditors of Tribute and has assumed the accuracy and fair presentation of, and relied upon, the audited financial statements of Tribute and the reports of the auditors thereon.

Page 3 of 4

Assumptions and Limitations

We have relied upon the completeness, accuracy and fair presentation of all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by Tribute and its directors, officers, associates, affiliates, consultants, advisors and representatives or otherwise obtained pursuant to our engagement relating to Tribute and its associates and affiliates, and to the Transaction (collectively, the “Information”). The Fairness Opinion is conditional upon such completeness, accuracy and fair presentation of such Information. Subject to the exercise of professional judgment, Bloom Burton has not been requested to, or attempted to verify independently the completeness, accuracy or fair presentation of any of the Information. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of Tribute or Pozen under any provincial or federal laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or the facilities of Tribute or Pozen.

With respect to any financial models, forecasts, projections, estimates and/or budgets prepared by Tribute and provided to Bloom Burton and used in its analyses, Bloom Burton notes that projecting future results of any company is inherently subject to uncertainty. Bloom Burton has assumed, however, that such financial models, forecasts, projections, estimates and/or budgets were prepared using the assumptions identified therein, which, in the opinion of Tribute, are (or were at the time and continue to be) reasonable in the circumstances. Bloom Burton expresses no view as to the reasonableness of such financial models, financial analyses, forecasts, projections, estimates and/or budgets or the assumptions on which they were based.

In preparing the Fairness Opinion, Bloom Burton has made several assumptions, including that all of the conditions required to complete the Transaction will be met and that the disclosure to be provided in the Management Information Circular to be delivered to shareholders with respect to the Transaction will be accurate in all material respects.

The Fairness Opinion is rendered as at the date hereof and on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of Tribute, as they are reflected in the Information and as they were represented to Bloom Burton in its discussions with management. In its analyses and in connection with the preparation of the Fairness Opinion, Bloom Burton made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Bloom Burton and any party involved in the Transaction. It should be understood that subsequent developments may affect the Fairness Opinion and that Bloom Burton does not have any obligation to update, revise, or reaffirm the Fairness Opinion. Bloom Burton is expressing no opinion herein as to the price at which the common shares, warrants, or any other securities of Tribute will trade at any future time.

The Fairness Opinion is provided for the use of the Board only and may not be disclosed, referred to, or communicated to, or relied upon by, any third party without the express prior written consent of Bloom Burton. Notwithstanding the foregoing, Bloom Burton has consented to the inclusion of the Fairness Opinion in its entirety and a summary of the terms of the engagement of Bloom Burton by the Company, the qualifications of Bloom Burton and the services of Bloom Burton in the Management Information Circular to be delivered to shareholders in connection with the meeting to approve the Transaction and to the filing thereof, as required, by Tribute with the securities commissions or similar regulatory authorities in Canada or other applicable jurisdictions.

Bloom Burton disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to the attention of Bloom Burton after the date hereof. Without limiting the foregoing, in the event that there is any material change in any

Page 4 of 4

fact or matter affecting the Fairness Opinion after the date hereof, Bloom Burton reserves the right to change, modify or withdraw the Fairness Opinion.

Bloom Burton believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Fairness Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. The Fairness Opinion is not to be construed as a recommendation to any shareholder as to whether to vote in favour of the Transaction.

Fairness Analysis

Approach to Analyzing Fairness

In considering the fairness of the Transaction, from a financial point of view, to the shareholders of Tribute, Bloom Burton principally considered and relied upon a comparison of the value provided to Tribute shareholders from the Transaction to the fundamental value of Tribute shares as estimated using a discounted cash flow valuation and to other transactions that were deemed, in the opinion of Bloom Burton, to be suitable comparators. Bloom Burton also performed analysis of potential alternative scenarios for Tribute to pursue instead of the Transaction and assessed the likely benefits to shareholders under these alternative scenarios as compared to the Transaction. Finally, Bloom Burton assessed the overall process surrounding the reaching of definitive terms for the Transaction to determine if all reasonable efforts were made to ensure that the value received from the Transaction was fair based on the projected future financial performance of Tribute and the current market conditions in the specialty pharmaceutical industry and the broader capital markets.

Fairness Conclusion

Based upon and subject to the foregoing, Bloom Burton is of the opinion that, as of the date hereof, the Transaction is fair from a financial point of view to the shareholders of Tribute.

Yours truly,

BLOOM BURTON & CO. LIMITED

(signed)

Jolyon Burton

CEO & Head of Investment Banking

Ontario, Canada		000-31198		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Exhibit No.		Description
99.1		Notice of Special Meeting and Management Information Circular dated November 6, 2015
99.2		Letter of Transmittal
99.3		Voting Instruction Form
99.4		Form of Proxy

	TRIBUTE PHARMACEUTICALS CANADA INC.

Date: November 9, 2015	By:	/s/ Scott Langille
		Scott Langille
		Chief Financial Officer

Exhibit No.		Description
99.1		Notice of Special Meeting and Management Information Circular dated November 6, 2015
99.2		Letter of Transmittal
99.3		Voting Instruction Form
99.4		Form of Proxy

	Page
MANAGEMENT INFORMATION CIRCULAR	1
DEFINED TERMS	1
REPORTING CURRENCY AND FINANCIAL INFORMATION	1
FORWARD-LOOKING STATEMENTS	1
DOCUMENTS INCORPORATED BY REFERENCE	2
EXCHANGE RATE DATA	4
NOTICE REGARDING INFORMATION	4
NOTICE TO U.S. TRIBUTE SECURITYHOLDERS	5
NOTICE TO ALL TRIBUTE SECURITYHOLDERS	6
SUMMARY OF CIRCULAR	14
THE TRANSACTION	25
Parties to the Transaction	25
Arrangement and Merger	26
Background to the Arrangement	28
Reasons for the Recommendation of the Tribute Board	29
Bloom Burton Fairness Opinion	33
Tribute Shareholder Approval	34
Description of the Arrangement	34
Letter of Transmittal	36
Exchange Procedure	36
Fractional Shares	38
Interests of Certain Persons in the Arrangement	38
Procedure for Arrangement to Become Effective	40
Court Approval and Completion of the Arrangement	40
Arrangement Depositary	41
THE TRANSACTION AGREEMENT	43
CREATION OF DISTRIBUTABLE RESERVES FOR PARENT	68
REGULATORY MATTERS	69
Canadian Securities Law Matters	69
United States Securities Law Matters	70
Stock Exchange Approval	71
Other Regulatory Matters	71
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	72
Tribute Shareholders Resident in Canada	73
Tribute Shareholders Not Resident in Canada	76
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	77
CERTAIN IRISH TAX CONSEQUENCES OF THE ARRANGEMENT	83
RISK FACTORS RELATING TO THE ARRANGEMENT	88
EFFECT OF THE ARRANGEMENT ON MARKETS AND LISTINGS	105
RIGHTS OF TRIBUTE DISSENTING SHAREHOLDERS	106
LEGAL MATTERS	109

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING	109
Time, Date and Place	109
Solicitation of Proxies	109
Appointment of Proxyholder	109
Revocation of Proxy	110
Exercise of Proxy	110
Explanation of Voting Rights for Beneficial Owners of Tribute Common Shares	110
Quorum	111
Voting Securities and Principal Holders of Voting Securities	111
ADDITIONAL INFORMATION	111
Interest of Certain Persons or Companies in Matters to Acted Upon	111
Interest of Informed Persons in Material Transaction	112
Other Business	112
Additional Copies	112
APPROVAL OF BOARD	112
APPENDIX A GLOSSARY OF DEFINED TERMS	A-1
APPENDIX B COMPARISON OF RIGHTS OF HOLDERS OF TRIBUTE SHARES AND PARENT SHARES AND DESCRIPTION OF PARENT SHARES	B-1
APPENDIX C INFORMATION RELATING TO POZEN AND PARENT	C-1
APPENDIX D FORM OF ARRANGEMENT RESOLUTION	D-1
APPENDIX E PLAN OF ARRANGEMENT	E-1
APPENDIX F INTERIM ORDER	F-1
APPENDIX G NOTICE OF APPLICATION FOR FINAL ORDER	G-1
APPENDIX H BLOOM BURTON & CO. FAIRNESS OPINION	H-1
APPENDIX I SECTION 185 OF THE OBCA	I-1
APPENDIX J LIST OF RELEVANT TERRITORIES FOR DWT PURPOSES	J-1

	Three Months Ended June 30,		Year Ended December 31,
	2015		2014		2013		2012
High		0.8527		0.9422		1.0164		1.0299
Low		0.7811		0.8568		0.9348		0.9599
Rate at end of period		0.8089		0.8647		0.9419		1.0054
Average rate per period		0.8095		0.9054		0.9710		1.0004

	For the Year Ended Dec 31															Six Months Ended June 30,
	2010			2011			2012			2013			2014			2014			2015
Statement of Operation Data:
Revenue
Licensed domestic product net sales					572,272			8,322,945			8,598,385			9,106,038			4,739,693			4,588,232
Other domestic product sales		1,879,554			1,977,167			2,494,359			3,366,374			6,127,968			1,954,882			5,992,487
International product sales		835,381			1,306,215			1,525,479			1,277,678			1,619,372			821,849			1,441,062
Royalty and licensing revenues		2,022,383			14,227						197,924			18,414			18,414			-
Total Revenue		4,737,318			3,869,881			12,342,783			13,440,361			16,871,792			7,534,838			12,021,781
Cost of Sales
Licensor sales and distribution fees					484,480			5,916,845			5,844,494			5,902,034			3,049,938			2,994,875
Cost of products sold		947,069			932,755			1,220,716			1,541,662			1,787,584			696,464			1,355,092
Write down of inventories		195,488			26,117			36,345			56,935			53,099			13,356			2,873
Total Cost of Sales		1,142,557			1,443,352			7,173,906			7,443,091			7,742,717			3,759,758			4,352,840
Gross Profit		3,594,761			2,426,529			5,168,877			5,997,270			9,129,075			3,775,080			7,668,941
Expenses
Selling, general and administrative		2,488,278			3,034,740			8,870,609			9,489,579			10,149,854			5,632,339			7,462,175
Amortization of assets		49,720			77,951			718,981			1,245,846			1,511,021			586,926			1,510,235
Total Operating Expenses		2,537,998			3,112,691			9,589,590			10,735,425			11,660,875			6,219,265			8,972,410
,Loss from Operations		1,056,763			(686,162	)		(4,420,713	)		(4,738,155	)		(2,531,800	)		(2,444,185	)		(1,303,469	)

Non Operating Income (expenses)
Gain on derivative instrument														(167,511	)		3,200			0
Retirement payout		(401,000	)														0			0
Change in warrant liability		(10,048	)		214,280			247,486			(399,217	)		283,305			(4,617,749	)		(8,877,489	)
Cost of extending warrant								(135,157	)								0			0
Change in fair value of contingent consideration					(57,996	)		79,724									0			0
Research and Development		(115,471	)		(49,977	)		(21,402	)								0			0
Transaction cost																				(254,044	)
Loss on disposal of equipment		(15,308	)		(259,636	)														-
Acquisition and restructuring					(671,112	)														(1,132,398	)
Loss on disposal of intangible asset											(161,200	)					0			0
Loss on extinguishment of debt											(620,835	)					0			0
Unrealized foreign currency exchange on debt											(340,553	)		(1,641,238	)		0			(1,096,183	))
Accretion expense					(6,888	)		(140,154	)		(103,775	)		(167,555	)		(65,526	)		(147,462	)
Interest income		10,772			18,910			13,940			3,559			59,586			538			927
Interest expense								(253,143	)		(527,079	)		(1,441,729	)		(565,298	)		(1,190,975	)
Net Loss for the period		525,708			(1,498,581	)		(4,629,419	)		(6,887,255	)		(5,606,942	)		(7,689, 020	)		(14,001,093	)

Deferred income tax recovery					976,800			1,209,300			314,900						0			(5,288	)
Current income tax recovery								71,153									0			0
Unrealized gain (loss) on derivative instrument, net of tax											(38,156	)					(189,430	)		18,550

Net loss and comprehensive loss for the period		525,708			(521,781	)		(3,348,966	)		(6,610,511	)		(5,606,942	)		(7,878,450	)		(13,987,771	)

Basic net income (loss) per common share		0.02			(0.02	)		(0.09	)		(0.13	)		(0.08	)		(0.15	)		(0.14	)

Shares used in computing basic net income (loss) per common share		23,767,369			25,706,000			39,167,419			49,169,414			71,940,005			51,501,128			102,776,669

Diluted net income per common share		0.02			(0.02	)		(0.09	)		(0.13	)		(0.08	)		(0.15	)		(0.14	)

Shares used in computing diluted net income per common share		23,767,369			25,706,000			39,167,419			49,169,414			71,940,005			51,501,128			102,776,669

	For the Year Ended December 31,												For the Six Months Ended June 30,
	2010		2011		2012			2013			2014		2014		2015
	(in thousands, except per share data)
Statement of Operations Data:
Revenue	$ __		$	71,870	$ __			$ __			$ __		$ __		$ __
Sale of royalty rights, net of costs		68,417		15,081		5,349			10,322			32,394		14,968		9,605
Licensing revenue		132	__		__			__			__		__		__
Development revenue
Total revenue		68,549		86,951		5,349			10,322			32,394		14,968		9,605
Operating expenses
Sales, general and administrative		23,755		21,752		19,024			17,161			10,078		5,324		21,456
Research and development		22,651		23,020		11,867			9,945			5,740		3,754		3,285
Total operating expenses		46,406		44,772		30,891			27,106			15,818		9,078		24,741
Interest and other income		929		161		259			76			3,099		14		(171	)
Net income (loss) before taxes		23.072		42,340		(25,283	)		(16,708	)		19,675		5,904		(15,307	)
Income tax expense	__		__		__			__			__		__			1,001
Net income (loss) attributable to common stockholders	$	23,072	$	42,340	$	(25,283	)	$	(16,708	)	$	19,675	$	5,904	$	(16,308	)
Basic net income (loss) per common share	$	0.77	$	1.41	$	0.84		$	(0.55	)	$	0.63	$	0.19	$	0.50
Shares used in computing basic net income (loss) per common share		29,880		29,925		30,092			30,450			31.360		30,883		32,348
Diluted net income per common share	$	0.76	$	1.40	$	(0.84	)	$	(0.55	)	$	0.60		0.18		0.50
Shares used in computing diluted net income per common share		30,246		30,296		30,092			30,450			32,811		32,459		32,348

	For the Year Ended Dec 31															Six Months Ended June 30, 2015
	(in thousands)
	2010			2011			2012			2013			2014
Balance Sheet Data
Cash and Cash equivalents and short term investments	$	64,091		$	119,620		$	87,314		$	32,828		$	40,582		$	41,650
Total Assets		69,698			121,553			89,597		$	35,334		$	50,454			47,247
Total Liabilities		9,070			16,055			5,519			17,546			3,713			12,054
Accumulated deficit		(116,927	)		(74,588	)		(99,871	)		(116,579	)		(96,904	)		(113,212	)
Total stockholders' equity		60,628			105,498			84,077			17,789			46,741			47,247

	Year ended December 31, 2014 (Pro Forma Parent Combined ($USD)			Six months ended June 30, 2015 (Pro Forma Parent Combined ($USD)
Revenues
Royalty and licensing revenue	$	32,410,910		$	9,605,315
Licensed domestic product net sales		8,247,339			3,713,715
Other domestic product sales		19,776,409			8,644,122
International product sales		1,466,665			1,166,396
Total Revenues		61,901,332			23,129,547
Cost of Sales
Licensor sales and distribution fees					2,424,052
Cost of products sold		7,685,001			2,972,598
Write down of inventories		48,092		__
Total cost of sales		13,078,565			5,396,649
Gross Profit		48,822,757			17,732,898
Operating expenses
Sales, general, and administrative		23,913,236			24,660,568
Research and development		5,739,848			3,285,429
Amortization		9,473,910			4,790,760
Total operating expenses		39,126,994			32,736,757
Non-operating income (expense)
Change in warrant liability		256,589			(7,185,440	)
Interest expense		(291,113	)	__
Interest income		97,067			750
Other non-operating income		1,346,154			(2,180,145	)
Total other income (expense)		1,408,698			(9,364,834	)
Income before taxes		11,104,461			(24,368,693	)
Income tax expense (benefit)		(1,336,650	)		1,286,531
Net Income (loss) attributable to common stockholders	$	12,441,111		$	(25,655,225	)
Basic net income (loss) per share		0.24			(0.49	)
Shares used in computing basic net income (loss) per share		51,139,659			52,127,986
Diluted net income (loss) per share		0.24			(0.49	)
Shares used in computing diluted net income (loss) per share		52,571,262			52,127,986

Selected Unaudited Pro Forma Condensed Combined Balance Sheet	As of June 30, 2015 (Unaudited Pro Forma Combined)
Total assets	$	205,639,692
Total liabilities	$	65,778,038
Total shareholders' equity	$	139,861,654

	As of and for the six months ended June 30, 2015			For the year ended December 31, 2014
Combined Unaudited Pro Forma Data
Net loss per shares of Pozen Common Stock
Diluted	$	(0.49	)	$	0.24
Basic	$	(0.49	)	$	0.24
Book value per shares of Pozen Common Stock	$	2.68		__

	As of and for the six months ended June 30, 2015			For the year ended December 31, 2014
Tribute Unaudited Pro Forma Data
Net loss per Tribute share
Diluted	$	(0.07	)	$	0.04
Basic	$	(0.07	)	$	0.04
Book value per Tribute share	$	0.39		__

	Pozen(1)				Tribute(1)(2)				Tribute(3)(4)(5)
For the quarterly period ended:	High		Low		High		Low		High		Low
2012
First Quarter	$	6.15	$	3.96	$	0.70	$	0.35	$	--	$	--
Second Quarter	$	8.12	$	5.53	$	0.66	$	0.40	$	--	$	--
Third Quarter	$	6.95	$	5.71	$	0.52	$	0.25	$	--	$	--
Fourth Quarter	$	6.80	$	4.81	$	0.48	$	0.31	$	--	$	--
2013
First Quarter	$	6.49	$	5.02	$	0.43	$	0.32	$	--	$	--
Second Quarter	$	5.56	$	4.26	$	0.45	$	0.34	$	--	$	--
Third Quarter	$	5.99	$	4.92	$	0.75	$	0.35	$	--	$	--
Fourth Quarter	$	9.90	$	5.35	$	0.50	$	0.34	$	--	$	--
2014
First Quarter	$	8.99	$	7.37	$	0.63	$	0.32	$	--	$	--
Second Quarter	$	9.73	$	7.56	$	1.10	$	0.44	$	0.98	$	0.60
Third Quarter	$	9.59	$	5.96	$	0.78	$	0.43	$	0.85	$	0.47
Fourth Quarter	$	9.71	$	7.07	$	0.59	$	0.41	$	0.67	$	0.45
2015
First Quarter	$	8.16	$	6.56	$	0.81	$	0.43	$	1.02	$	0.51
Second Quarter	$	12.69	$	6.38	$	1.86	$	0.65	$	2.33	$	0.82
Third Quarter	$	12.37	$	5.66	$	1.70	$	0.75	$	2.23	$	0.99
Fourth Quarter (through October 29, 2015)	$	6.91	$	5.49	$	0.95	$	0.76	$	1.25	$	0.99
Notes:
(1) Currency denoted in U.S. dollars.
(2)Per share price reported on the OTCQX, trading under "TBUFF."
(3)Tribute began trading on the TSXV effective May 27, 2014. (4) Per share price reported on the TSXV, trading under "TRX." (5) Currency denoted in Canadian dollars.

Date	Pozen Closing Price(1)		Tribute Closing Price on OTCQX(1)		Tribute Closing Price on TSXV(2)
June 5, 2015	$	7.55	$	1.05	$	1.30
June 8, 2015	$	8.98	$	1.17	$	1.50
November 5, 2015	$	6.10	$	0.83	$	1.10

Security Outstanding or Proposed to be Issued	Parent Shares issuable at Closing of the Transaction and/or issuable subsequent to the Closing of the Transaction
32,777,755 shares of Pozen Common Stock		32,777,755
1,948,513 shares of Pozen Common Stock potentially issuable pursuant to Pozen Options		1,948,513
4,748,309 shares of Pozen Common Stock potentially issuable pursuant to Pozen RSUs		4,748,309	(1)
126,240,542 Tribute Shares		18,367,999
8,426,825 Tribute Shares potentially issuable pursuant to Tribute Options		1,226,103
25,360,475 Tribute Shares potentially issuable pursuant to Tribute Warrants (including Tribute Broker Warrants, Tribute Compensation Options and the Tribute Indenture Warrants underlying the Tribute Compensation Options		3,689,949
SUB-TOTAL		62,758,628
Parent Shares are expected to be issued pursuant to the Parent Equity Financing		10,416,667
TOTAL		73,175,295

Designation	As at June 30, 2015	As at June 30, 2015 after giving effect to the Arrangement and Transaction(1)
Shareholder' Equity	US$-	US$139,861,654
Total Current Debt	US$-	US$4,046,250
Total Non-Current Debt	US$-	US$881,659

		Designation and number of the securities under option		Purchase price of the securities under option			Market value of the securities under option on the date of grant		Market value of the securities under option on November 5, 2015
Aggregate number of executive officers and past executive officers of Pozen, as a group		6,130,750 Shares of Pozen Common Stock			$1.98 - 32,571 $2.26 - 9,366 $3.77 – 71,068 $3.87-323,408 $4.60-130,975 $4.64 – 58,923 $4.72 – 141,827 $5.33 – 178,064 $5.91 – 120,518 $6.29 – 42,173 $6.50 – 102,989 $7.64 – 3,421,562 $8.00 – 199,887 $8.36 – 128,663 $8.45 – 21,376 $8.62 – 212,288 $8.65 – 154,289 $8.83 – 154,486 $10.19 - 115,931 $11.83 – 126,303 $12.02 – 29,137 $12.44 – 75,990 $13.25 – 48,860 $13.83 – 35,271 $13.84 – 140,473 $15.73 – 48,860 16.89 – 5,493		Same as purchase price indiciated			$6.10

Aggregate number of executive officers and past executive officers of Tribute, as a group	4,230,924 Tribute Common Shares	$0.40 – 65,843 $0.41 – 30,000 $0.42 – 270,000 $0.57 – 1,604,249 $0.62 -2,205,832 $0.68 – 10,000 $0.95 – 45,000	Same as purchase price indiciated	$1.10
Aggregate number of directors and past directors of Pozen who are not also executive officers of Pozen, as a group	135,276 Shares of Pozen Common Stock	$5.40 – 6,107 $5.97 – 6,107 $6.35 – 6,107 $8.52 – 37,560 $8.62 – 24,430 $11.83 – 12.214 $13.26 – 18,321 $14.13 – 24,430	Same as purchase price indiciated	$6.10
Aggregate number of directors and past directors of Tribute who are not also executive officers of Tribute, as a group	1,065,000 Tribute Common Shares	$0.41 -150,000 $0.42 – 450,000 $0.95 – 465,000	Same as purchase price indiciated	$1.10

Name, Province or State of Residence, Office	Present Occupation and Position Held During the Last Five Years	Number and Percentage of Parent Shares Beneficially Owned, Directly or Indirectly, or Over which Control or Direction is Exercised After the Arrangement and Transaction(4)(5)
Adrian Adams, CEO Pennsylvania, USA	Pozen's Chief Executive Officer and director since June 2015. Prior to joining the Company, Mr. Adams served as a consultant to Pozen from April 2, 2015 to May 31, 2015. Previously, Mr. Adams served as Chief Executive Officer and President and as a director of Auxilium Pharmaceuticals Inc., a specialty biopharmaceutical company, from December 2011 until January 2015, when it was acquired by Endo International plc. Prior to joining Auxilium, from September 2011 to November 2011, Mr. Adams served as Chairman and Chief Executive Officer of Neurologix, Inc., a company focused on development of multiple innovative gene therapy development programs. Before Neurologix, Mr. Adams served as President and Chief Executive Officer of Inspire Pharmaceuticals, Inc., a specialty pharmaceutical company, from February 2010 until May 2011 when it was acquired by Merck & Co., Inc. Previously, Mr. Adams served as President and Chief Executive Officer of Sepracor Inc., a specialty pharmaceutical company, from March 2007 and May 2007, respectively, until February 2010 at which time Sepracor was acquired by Dainippon Sumitomo Pharma Co., Ltd. Prior to his appointment as Chief Executive Officer of Sepracor, Mr. Adams served as its Chief Operating Officer. Prior to joining Sepracor, Mr. Adams served as the President and Chief Executive Officer of Kos Pharmaceuticals, Inc., a specialty pharmaceutical company, from 2002 until its acquisition by Abbott Laboratories in December 2006. Mr. Adams has also held general management and senior international and national marketing positions at SmithKline Beecham, Novartis and ICI (now part of AstraZeneca). Mr. Adams has served as chairman of the board of directors of AcelRx Pharmaceuticals, Inc. since February 2013 and recently served on the board of directors of Amylin Pharmaceuticals, Inc. from October 2007 to August 2012. Mr. Adams graduated from the Royal Institute of Chemistry at Salford University in the U.K. Mr. Adams serves as Chairman of the Board of AcelRx Pharmaceuticals and recently served as a director of Amylin Pharmaceuticals.	Nil(7) Nil%
Arthur S. Kirsch, Chairman of the Board (1), (2), (3), (6) New York, USA	Senior Advisor, GCA Savvian, LLC (formerly Perseus Group, LLC), an investment bank, since June 2005. Mr. Kirsch was a founding member and Managing Director of Vector Securities, LLC, an investment and merchant banking firm, from 2001 to May 2005. He was a Managing Director and Head of Healthcare Research and Capital Markets of Prudential Vector Healthcare Group, a unit of Prudential Securities, Inc., a full-service brokerage firm, from 1999 to 2001. Mr. Kirsch was the Director, Equity Research of Vector Securities International, Inc., an investment banking firm, from 1995 to 1999. He currently serves as a director of PhysioSonics, Inc., a privately held company developing non-invasive neurological products. Mr. Kirsch has over 25 years of experience working in the equity capital markets and has extensive knowledge of the healthcare and life sciences field. Mr. Kirsch, who has spent the majority of his career in investment banking with a focus on the healthcare industry, brings both financial and industry expertise to the Board.	52,505(8) Less than 0.25%

Name		Name of Reporting Issuer or Equivalent
Adrian Adams		AcelRx Pharmaceuticals, Inc.; POZEN Inc.
Arthur S. Kirsch		POZEN Inc.
Neal Fowler		POZEN Inc.
Kenneth B. Lee, Jr.		Biocryst Pharmaceuticals, Inc.; POZEN Inc.
Seth A. Rudnick		Square 1 Financial, Inc.; POZEN Inc.
Jason Aryeh		QLT Inc.
Rob Harris		Tribute Pharmaceuticals Canada Inc.

Audit Fees		Audit Related Fees		Tax Fees		All Other Fees
US$40,000		Nil		Nil		Nil

	Historical Pozen ($USD)		Historical Tribute ($CAD)			Historical Novartis products ($CAD) (Note 4)		Novatis Products Acquisition Adjustments ($CAD) (Note 4)			Historical MFI ($CAD)			MFI Acquisition and Financing Adjustments ($CAD) (Note 5)			Pro Forma Tribute ($CAD)			Pro Forma Tribute ($USD)			Accounting Policies and Reclassifications ($USD) (Note 3)			Pro Forma Adjustments ($USD) (Note 7)			Pro Forma Aralez Combined ($USD)
Revenues
Royalty and licensing revenue	$	32,394,232	$	18,414		$	—	$	—		$	—		$	—		$	18,414		$	16,678		$	—		$	—		$	32,410,910
Licensed domestic product net sales		—		9,106,038			—		—			—			—			9,106,038			8,247,339			—			—			8,247,339
Other domestic product sales		—		6,127,968			5,827,643		—			9,879,885			—			21,835,496			19,776,409			—			—			19,776,409
International product sales		—		1,619,372			—		—			—			—			1,619,372			1,466,665			—			—			1,466,665
Total Revenues		32,394,232		16,871,792			5,827,643		—			9,879,885			—			32,579,320			29,507,090			—			—			61,901,322
Cost of Sales
Licensor sales and distribution fees		—		5,902,034			—		—			—			—			5,902,034			5,345,472			—			—			5,345,472
Cost of products sold		—		1,787,584			520,576		—			4,836,729			—			7,144,889			6,471,126			—			1,213,875	7b		7,685,001
Write down of inventories		—		53,099			—		—			—			—			53,099			48,092			—			—			48,092
Total cost of sales		—		7,742,717			520,576		—			4,836,729			—			13,100,022			11,864,690			—			1,213,875.0			13,078,565
Gross Profit		32,394,232		9,129,075			5,307,067		—			5,043,156			—			19,479,298			17,642,400			—			(1,213,875	)		48,822,757
Operating expenses
Sales, general, and administrative		10,078,771		10,149,854			174,830		—			4,950,203			—			15,274,887			13,834,465			—			—			23,913,236
Research and development		5,739,848		—			—		—			—			—			—			—			—			—			5,739,848
Amortization		—		1,511,021			—		960,000	4a		207,365			(188,971	)5k		2,489,415			2,254,663			(107,610	)		7,326,857	7r		9,473,910
Total operating expenses		15,818,619		11,660,875			174,830		960,000			5,157,568			(188,971	)		17,764,302			16,089,128			(107,610	)		7,326,857			39,126,994
Non-operating income (expense)
Change in warrant liability		—		283,305			—		—			—			—			283,305			256,589			—			—			256,589
Interest expense		—		(1,441,729	)		—		(754,689	)4b		(49,948	)		(350,052	)5l		(2,596,418	)		(2,351,576	)		(107,610	)		2,168,073	7s		(291,113	)
Interest income		43,100		59,586			—		—			—			—			59,586			53,967			—			—			97,067
Other non-operating income		3,056,019		(1,976,304	)		—		—			(79,144	)		—			(2,055,448	)		(1,861,619	)		—			151,755	7s		1,346,154
Total other income (expense)		3,099,119		(3,075,142	)		—		(754,689	)		(129,092	)		(350,052	)		(4,308,975	)		(3,902,639	)		(107,610	)		2,319,827			1,408,698
Income before taxes		19,674,732		(5,606,942	)		5,132,237		(1,714,689	)		(243,504	)		(161,081	)		(2,593,979	)		(2,349,367	)		—			(6,220,904	)		11,104,461
Income tax expense (benefit)							—		(325,843	)4c		107			(42,686	)5m		(368,422	)		(333,680	)					(1,002,970	7t		(1,336,650	)
Net Income (loss) attributable to common stockholders		19,674,732		(5,606,942	)		5,132,237		(1,388,846	)		(243,611	)		(118,395	)		(2,225,557	)		(2,015,687	)		—			(5,217,935	)		12,441,111
Basic net income (loss) per share	$	0.63																										7u	$	0.24
Shares used in computing basic net income (loss) per share		31,359,867																										7u		51,139,659
Diluted net income (loss) per share	$	0.60																										7u	$	0.24
Shares used in computing diluted net income (loss) per share		32,810,587																										7u		52,571,262

Preliminary estimate of fair value of Parent Shares issued(i)	$	111,516,648
Preliminary estimate of fair value of equity instruments(ii)		9,117,021
Repayment of Tribute indebtedness(iii)		24,693,079
Total consideration transferred	$	145,326,748

Type of award	Number of Tribute equity instruments outstanding		Parent shares issuable upon exercise		Fair value of equity instruments
Equity classified warrants		6,857,962		997,833		2,724,949
Compensation options		1,307,706		190,271		493,815
Employee stock options vested prior to the close of the transactions		2,074,600		301,854		1,850,367
Employee stock options for which vesting was accelerated pursuant to automatic change in control provisions		4,538,426		660,341		4,047,890
Total		14,778,694		2,150,300		9,117,021

Total estimated consideration transferred	$	145,326,748
Working capital(i)		11,656,502
Property and equipment		1,049,044
Intangible assets		133,040,700
Other liabilities		(35,600,246	)
Net assets acquired		110,146,000
Goodwill	$	35,180,748

Repayment of Tribute SWK Loan, including fees(i)	$	(14,172,829	)
Repayment of Tribute debenture, including redemption fee(ii)		(10,520,250	)
Transaction expenses to be incurred by Pozen(iii)		(7,609,000	)
Transaction expenses to be incurred by Tribute(iii)		(3,520,905	)
Pro forma adjustment to cash and cash equivalents		(35,823,005	)

Consideration transferred	$	145,326,748
Less: Fair value of net assets to be acquired		110,146,000
Total estimated goodwill		35,180,748
Less: Tribute historical goodwill amounts		6,095,485
Pro forma adjustment to goodwill	$	29,085,262

Intangible Asset	Preliminary fair value
Tribute developed products	$	75,260,250
IPR&D products		33,179,250
MF developed products		20,554,950
MF IPR&D products		4,046,250
Total		133,040,700
Less: Tribute pro forma intangible assets amounts		65,164,875
Pro forma adjustment to intangible assets	$	67,875,825

	Adjustment to Asset Acquired (Liability Assumed)		Current Deferred Tax Liability (Asset)			Non-Current Deferred Tax Liability
Estimated fair value adjustment of identifiable intangible assets acquired	$	67,875,825	$	—		$	8,484,478
Estimated fair value adjustment of inventory acquired		1,213,875		151,734			—
Estimated tax impact of Pozen transactions costs		N/A		(665,788	)		—
Estimated tax impact of post-combination expense related to the payment of unvested equity awards in connection with the transactions		N/A		(203,331	)		—
Estimated tax impact of accelerated vesting of Pozen equity instruments				(213,983	)		—
Total adjustments to deferred tax liabilities (assets)			$	(931,366	)	$	8,484,478

Fair value of Tribute stock options exchanged for Parent Shares using the exchange ratio	$	7,524,903
Accelerated vesting of Pozen RSU’s, Non-qualified options, and Incentive stock options		1,711,860
Fair value of Tribute warrants and compensation options exercisable for Parent Shares, using the exchange ratio		493,815
Capital in excess of par from the Tribute acquisition (125,030,578 Parent Shares issued at $6.14, less par value)		111,498,456
Less: Tribute pro forma historical equity		(3,024,534	)
Pro forma adjustment to additional paid-in-capital	$	118,204,500

Estimated fees and expenses expected to be incurred by Pozen related to the transactions of $17.1 million, and net of tax of $0.7 million	$	16,381,983
Post combination expense of $1.6 million related to unvested equity awards upon completion of the transactions, net of tax of $0.2 million		1,423,315
Compensation expense of $1.7 million related to unvested Pozen equity awards for which vesting will accelerate upon completion of the transactions, net of tax of $0.2 million		(1,497,878	)
Less: Tribute pro forma historical equity		27,440,999
Pro forma adjustment to retained earnings	$	8,137,824

Intangible Asset	Estimated Useful Life (years)		Preliminary fair value			Amortization Expense for the year ended December 31, 2014			Amortization Expense for the six months ended June 30, 2015
Tribute developed products		10	$	75,260,250		$	7,526,025		$	3,763,013
IPR&D products				33,179,250			N/A			N/A
MF developed products		10		20,554,950			2,055,495			1,027,747
MF IPR&D products				4,046,250			N/A			N/A
Total				133,040,700			9,581,520			4,790,760
Less: Tribute pro forma amounts				(65,164,875	)		(2,254,663	)		(1,222,384	)
Pro forma adjustment			$	67,875,825		$	7,326,857		$	3,568,376

	Year ended December 31, 2014		Six months ended June 30, 2015
Basic EPS
Historical Pozen weighted average Pozen shares outstanding		31,359,867		32,348,194
Parent Shares to be issued to Tribute shareholders(i)		18,191,949		18,191,949
Tribute options converted to Parent shares(ii)		962,195		962,195
Pozen accelerated vesting of RSU’s(iii)		625,648		625,648
Total weighted average shares outstanding		51,139,659		52,127,986
Pro forma net income available to common shareholders	$	12,441,111	$	(25,655,225	)
Basic earnings per share	$	0.24	$	(0.49	)