CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 6th, 2022 • Athene Merger Sub, Inc. • Pharmaceutical preparations
This Confidentiality Agreement (the “Agreement”) is made and entered into as of the date of last signature below (the “Effective Date”) by and between TherapeuticsMD, Inc., a Nevada corporation, with a principal address of 951 Yamato Road, Suite 220, Boca Raton, FL 33431 (“TherapeuticsMD”), and Essex Woodlands Health Ventures UK Ltd, a UK corporation, with a place of business at Berkeley Square House, London W1J 6BR (the “Company”). Each of TherapeuticsMD and the Company are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
Commitment Letter (the “Commitment Letter”)Commitment Letter • June 6th, 2022 • Athene Merger Sub, Inc. • Pharmaceutical preparations
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among, Athene Parent, Inc., a Nevada corporation (“Parent”), Athene Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and TherapeuticsMD, Inc., a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. This Commitment Letter sets forth the commitment of EW Healthcare Partners Fund 2, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, directly or indirectly, certain equity securities of Parent for cash.
Re: Exclusivity AgreementExclusivity Agreement • June 6th, 2022 • Athene Merger Sub, Inc. • Pharmaceutical preparations • Delaware
This Exclusivity Agreement (this “Agreement”), dated as of May 10, 2022, is entered into by and between EW Healthcare Partners (and including any successor thereto, “Buyer”) and TherapeuticsMD, Inc., a Nevada corporation (and including any successor thereto, the “Company”) in connection with a possible purchase of 100% of the outstanding capital stock of the Company (a “Transaction”). In this Agreement, Buyer and the Company are referred to collectively as the “Parties” and individually as a “Party”. The Parties hereby agree as follows:
