REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2016 • Female Health Co • Fabricated rubber products, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2016 among THE FEMALE HEALTH COMPANY, a Wisconsin corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) of ASPEN PARK PHARMACEUTICALS, INC., a Delaware corporation (“APP”).
ContractFemale Health Co • November 2nd, 2016 • Fabricated rubber products, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING ANY SUCH SECURITIES TO BE TRANSFERRED IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among THE FEMALE HEALTH COMPANY, BLUE HEN ACQUISITION, INC. and ASPEN PARK PHARMACEUTICALS, INC., dated as of October 31, 2016Agreement and Plan of Merger • November 2nd, 2016 • Female Health Co • Fabricated rubber products, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2016 (this “Agreement”), by and among THE FEMALE HEALTH COMPANY, a Wisconsin corporation (“FHC Wisconsin”), BLUE HEN ACQUISITION, INC., a Delaware corporation and a direct wholly-owned Subsidiary of FHC Wisconsin (“APP Merger Sub”), and ASPEN PARK PHARMACEUTICALS, INC., a Delaware corporation (“APP”). Effective as of the date hereof, this Agreement amends and restates the original Agreement and Plan of Merger, dated as of April 5, 2016, as amended, among FHC Wisconsin, Badger Acquisition Sub, Inc., a Delaware corporation, APP Merger Sub and APP (as amended, the “Original Agreement”).
ESCROW AGREEMENTEscrow Agreement • November 2nd, 2016 • Female Health Co • Fabricated rubber products, nec • Delaware
THIS ESCROW AGREEMENT (this “Agreement”), is dated as of October 31, 2016, by and among THE FEMALE HEALTH COMPANY, a Wisconsin corporation (the “Company”), Mitchell S. Steiner, M.D. (the “Stockholders’ Representative”), in his capacity as nominee for the stockholders of the Company identified on Exhibit A hereto (the “Escrow Participants”), O.B. Parrish, David R. Bethune and Mary Margaret Frank, Ph.D., acting as the committee (the “Committee”) representing the interests of the Company, and Computershare Trust Company, N.A., a federally chartered trust company, as escrow agent (the “Escrow Agent”).
AMENDED AND RESTATED LOCK-UP AGREEMENTLock-Up Agreement • November 2nd, 2016 • Female Health Co • Fabricated rubber products, nec • Delaware
THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”), is made as of October 31, 2016, by and between THE FEMALE HEALTH COMPANY, a Wisconsin corporation (“FHC Wisconsin”), and the undersigned stockholder (“Stockholder”) of ASPEN PARK PHARMACEUTICALS, INC., a Delaware corporation (“APP”). Effective as of the date hereof, this Agreement amends and restates the original Lock-Up Agreement, dated as of April 5, 2016, as amended, between FHC Wisconsin and Stockholder (as amended, the “Original Agreement”).
