SHARE PURCHASE AGREEMENT by and among TOKAI PHARMACEUTICALS, INC., OTIC PHARMA, LTD. and SHAREHOLDERS OF OTIC PHARMA, LTD. Dated as of December 21, 2016Share Purchase Agreement • December 22nd, 2016 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2016, is entered into by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (“Public Company”), Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic Pharma”), and the shareholders of Otic Pharma identified on the signature page hereto (the “Shareholders”).
SUPPORT AGREEMENTSupport Agreement • December 22nd, 2016 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of December 21, 2016, by and among Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic Pharma”), Tokai Pharmaceuticals, Inc., a Delaware corporation (“Public Company”), and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Public Company.
December 21, 2016 Tokai Pharmaceuticals, Inc. Boston, MA 02109 Attn: Jodie MorrisonStock Purchase Agreement • December 22nd, 2016 • Tokai Pharmaceuticals Inc • Pharmaceutical preparations • New York
Reference is made to that certain Share Purchase Agreement (the “Share Purchase Agreement”), dated as of December 21, 2016, by and among Tokai Pharmaceuticals, Inc. (“Tokai”), Otic Pharma, Ltd. (“Otic”) and the Shareholders of Otic (the “Shareholders”) pursuant to which Tokai will purchase from the Shareholders, and the Shareholders will sell to Tokai, 100% of the outstanding share capital of Otic, thereby making Otic a wholly-owned subsidiary of Tokai (the “Acquisition”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Share Purchase Agreement.
