SEELOS THERAPEUTICS, INC. VOTING AGREEMENTVoting Agreement • July 30th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada
THIS VOTING AGREEMENT (“Agreement”), dated as of July 30, 2018, is made by and among Apricus Biosciences, Inc., a Nevada corporation (“Apricus”), Seelos Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (each a “Stockholder”) of shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) or securities convertible or exercisable for shares of Common Stock (collectively, the “Shares”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 30th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 30, 2018, by and among APRICUS BIOSCIENCES, INC., a Nevada corporation (“Apricus”), ARCH MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Apricus (“Merger Sub”), and SEELOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 30th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 2018 (this “Agreement”), is entered into by and among Apricus Biosciences, Inc., a Nevada corporation (“Apricus”), Seelos Therapeutics, Inc., a Delaware corporation (the “Company”), , as representative of the holders of CVRs (the “Holders’ Representative”), and , a , as Rights Agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
