AGREEMENT AND PLAN OF MERGER BY AND AMONG AMPIO PHARMACEUTICALS, INC., AMPIO ACQUISITION, INC., AND THE DMI BIOSCIENCES CONTROL SHAREHOLDERS DATED AS OF SEPTEMBER 4, 2010Merger Agreement • January 7th, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of September 4, 2010, by and among DMI BioSciences, Inc., a Colorado corporation (the “Company”), Ampio Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Ampio Acquisition, Inc., a Colorado corporation and wholly-owned subsidiary of Parent (the “Merger Subsidiary”); and the Company’s Control Shareholders (as defined below). Each of the Company, Parent and Merger Subsidiary may be referred to herein as a “Party,” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • January 7th, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado
This Escrow Agreement dated the 30th day of September, 2010 (the “Escrow Agreement”), is entered into by and among Ampio Pharmaceuticals, Inc., a Delaware corporation (“Ampio”); James Kimmel, in his capacity as representative (the “Representative”) for the shareholders (the “Company Shareholders”) of DMI BioSciences, Inc., a Colorado corporation (the “Surviving Corporation;”Ampio, the Surviving Corporation, and the Representative are referred to in this Escrow Agreement collectively as the “Parties,” and individually, a “Party”); and Corporate Stock Transfer, Inc., a national banking association, as escrow agent (the “Escrow Agent”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • January 7th, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado
This Debt Conversion Agreement (this “Agreement”) is made as of January , 2011 by and between DMI BioSciences, Inc., a Colorado corporation (“DMI”); and (the “Holder”); together with DMI, the “Parties,” and each of the foregoing, a “Party”).
