JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • December 7th, 2015 • Laidlaw & Company (Uk) Ltd. • Pharmaceutical preparations
This Agreement (this “Agreement”) is made and entered into as of December 4, 2015, by and among (1) Laidlaw & Company (UK) Ltd., a full-service investment banking and brokerage firm incorporated in England & Wales (“Laidlaw”), Matthew D. Eitner and James P. Ahern (collectively, the “Laidlaw Parties”) and (2) Dr. John H. Leaman, Todd Johnson, Ben Snedeker, David Buchen and Timothy S. Callahan (Messrs. Leaman, Johnson, Snedeker, Buchen and Callahan, collectively the “Nominees” and, such Nominees together with the Laidlaw Parties, the “Parties” or, the “Group” and each, a “Party”).
LAIDLAW LETTERHEAD]Letter Agreement • December 7th, 2015 • Laidlaw & Company (Uk) Ltd. • Pharmaceutical preparations
This letter agreement (this “Agreement”) refers to your agreement to be nominated by Laidlaw & Company (UK) Ltd., a private limited company incorporated in England and Wales (“Laidlaw”) for election to, or to fill a vacancy on, the Board of Directors of Relmada Therapeutics, Inc. (the “Board”), a Nevada corporation (the “Company”). Laidlaw currently is considering nominating you and/or certain other persons (each, a “Nominee”), at the annual or a special meeting of the Company’s stockholders, for election to the Board and/or, following a consent solicitation to expand the Board, to fill vacancies on the Board and currently plans to solicit proxies or consents (the “Solicitation”) in furtherance of the same. By executing this Agreement, you agree that, if Laidlaw selects you as a Nominee, you will fully and actively participate in the Solicitation, and you will devote the time and energy reasonably required to conduct an effective campaign for the election of you and the other Nominees
