AGREEMENT AND PLAN OF MERGER by and among MAST THERAPEUTICS, INC. AP ACQUISITION SUB, INC. and AIRES PHARMACEUTICALS, INC. and FORTIS ADVISORS LLC, in its capacity as Stockholders’ Representative (solely with respect to Section 2.8(b), Section 6.3,...Agreement and Plan of Merger • May 5th, 2014 • Mast Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of February 7, 2014, is by and among Mast Therapeutics, Inc. a Delaware corporation (“Parent”), AP Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Aires Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 2.8(b), Section 6.3, and Article IX hereof, Fortis Advisors LLC, a Delaware limited liability company, in its capacity as representative of the Company Stockholders (the “Stockholders’ Representative”). Capitalized terms used in this Agreement are defined in Section 11.1, or in the applicable Section of this Agreement to which reference is made in Section 11.2.
FORM OF STOCKHOLDER AGREEMENTForm of Stockholder Agreement • May 5th, 2014 • Mast Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”) is entered into as of the 7th day of February, 2014, by and among Mast Therapeutics, Inc., a Delaware corporation (“Parent”), the undersigned holder (“Stockholder”) of capital stock of Aires Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Company. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
