AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: REXAHN PHARMACEUTICALS, INC., a Delaware corporation; RAZOR MERGER SUB, INC., a Delaware corporation; and OCUPHIRE PHARMA, INC. a Delaware corporation Dated as of June 17, 2020Merger Agreement • June 19th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 17, 2020, by and among REXAHN PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), RAZOR MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Lock-Up AgreementLock-Up Agreement • June 19th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Rexahn Pharmaceuticals, Inc. (“Parent”), Razor Merger Sub, Inc. (“Merger Sub”), and Ocuphire Pharma, Inc. (the “Company”), dated as of June 17, 2020. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
VOTING AGREEMENTVoting Agreement • June 19th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of June , 2020, among Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), Rexahn Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 19th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2020 (this “Agreement”), is entered into by and among Rexahn Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Holders (the “CVR Representative”), and Olde Monmouth Stock Transfer Co., Inc., as Rights Agent.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 17, 2020, by and among Ocuphire Pharma, Inc., a Delaware corporation, with headquarters located at 37000 Grand River Ave, Suite 120, Farmington Hills, MI 48335 (“Ocuphire”), Rexahn Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 15245 Shady Grove Road, Suite 455, Rockville, MD 20850 (“Rexahn”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
