AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among:Merger Agreement • March 7th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 6, 2019, by and among GTx, Inc., a Delaware corporation (“Parent”) Grizzly Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Oncternal 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 • March 7th, 2019 • GTX Inc /De/ • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [ · ], 2019 (the “Effective Date”), is entered into by and between GTx, Inc., a Delaware corporation (“Parent”), Marc S. Hanover, as representative of the Holders (the “Holders’ Representative”), and Computershare Inc., as Rights Agent.
