STOCKHOLDER RIGHTS AGREEMENT Dated as of June 1, 2009 BY AND BETWEEN NURX PHARMACEUTICALS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as RIGHTS AGENTStockholder Rights Agreement • June 5th, 2009 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Nevada
Initially, the Rights will attach to all shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the “Distribution Date” will occur upon the earlier of (i) ten (10) business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of twenty percent (20%) or more of the outstanding shares of Company Common Stock (or an earlier date under certain circumstances specified in the Rights Agreement) (the “Stock Acquisition Date”), and (ii) ten (10) business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning twenty percent (20%) or more of the outstanding Company Common Stock. The Continuing Directors (defined as the directors who are not affiliated or associated with
