Lock-up Agreement May 17, 2020Lock-Up Agreement • May 18th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This Lock-up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among Petros Pharmaceuticals, Inc., a Delaware corporation (“Parent”), PM Merger Sub 1, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub 1”), PN Merger Sub 2, Inc., a Nevada corporation and direct wholly owned subsidiary of Parent (“Merger Sub 2”), Neurotrope, Inc., a Nevada corporation (“Neurotrope”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Company”), dated as of May 17, 2020. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
JCP III SM AIV, L.P.Backstop Agreement • May 18th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • Delaware
Reference is made to the Agreement and Plan of Merger, dated May 17, 2020 (the “Merger Agreement”), by and among Petros Pharmaceuticals, Inc., a Delaware corporation (“Parent”), PM Merger Sub 1, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub 2”), Neurotrope, Inc., a Nevada corporation (“Neurotrope”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”), and the transactions contemplated thereby subject to the terms and conditions set forth therein (the “Mergers”). Capitalized terms used but not defined in this letter agreement (this “Backstop Agreement”) shall have the meanings ascribed to them in the Merger Agreement. This Backstop Agreement is being delivered to Neurotrope in connection with the execution of the Merger Agreement and to induce Neurotrope to enter into the Merger Agreement.
