VOTING AGREEMENT among: DIPEXIUM PHARMACEUTICALS, INC., a Delaware corporation; PLX PHARMA INC., a Delaware corporation; and the undersigned StockholderVoting Agreement • December 22nd, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of December 22, 2016, is made by and among Dipexium Pharmaceuticals, Inc., a Delaware corporation (“DPRX”), PLx Pharma Inc., a Delaware corporation (“PLx”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of DPRX.
LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations
In connection with the proposed acquisition of PLx Pharma Inc. (the “PLx”) by Dipexium Pharmaceuticals, Inc. (“DPRX”) whereby Dipexium Acquisition Corp.(“AcquireCo”), a wholly-owned subsidiary of DPRX, will merge with and into the PLx (the “Merger”), and in consideration of DPRX, AcquireCo and PLx entering into the Agreement and Plan of Merger and Reorganization dated on or about December 22, 2016 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce DPRX and PLx each to close the Merger, the undersigned (“Securityholder”), a holder of DPRX Shares (the “DPRX Securities”) hereby agrees with DPRX and PLx as follows:
LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations
In connection with the proposed acquisition of PLx Pharma Inc. (the “PLx”) by Dipexium Pharmaceuticals, Inc. (“DPRX”) whereby Dipexium Acquisition Corp.(“AcquireCo”), a wholly-owned subsidiary of DPRX, will merge with and into the PLx (the “Merger”), and in consideration of DPRX, AcquireCo and PLx entering into the Agreement and Plan of Merger and Reorganization dated on or about December 22, 2016 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce DPRX and PLx each to close the Merger, the undersigned (“Securityholder”), a holder of PLx Shares and/or PLx Convertible Debt (the “PLx Securities”) who will receive DPRX Shares in exchange for his, her or its PLx Securities hereby agrees with DPRX and PLx as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PLX PHARMA INC. and DIPEXIUM PHARMACEUTICALS, INC. and DIPEXIUM ACQUISITION CORP. December 22, 2016Merger Agreement • December 22nd, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made as of December 22, 2016, among PLx Pharma Inc. a corporation incorporated under the laws of the State of Delaware (“PLx”), Dipexium Pharmaceuticals, Inc., a corporation incorporated under the laws of the State of Delaware (“DPRX”), and Dipexium Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of DPRX (“AcquireCo”).
