AGREEMENT AND PLAN OF MERGER among: STEMLINE THERAPEUTICS, INC., a Delaware corporation; BERLIN-CHEMIE AG, a company formed under the laws of Germany; and MERCURY MERGER SUB, INC., a Delaware corporation Dated as of May 3, 2020Agreement and Plan of Merger • May 4th, 2020 • Stemline Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 3, 2020, by and among: Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”); Mercury Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Stemline Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 4th, 2020 • Stemline Therapeutics Inc • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 3, 2020, is entered into by and among Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”), Mercury Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholder listed on the signature page hereto (the “Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
