AGREEMENT AND PLAN OF MERGER among SHIN NIPPON BIOMEDICAL LABORATORIES, LTD.,Merger Agreement • April 17th, 2023 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of April 16, 2023, is entered into by and among Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (“Parent”), and SNBL23 Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Purchaser”). Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT between SHIN NIPPON BIOMEDICAL LABORATORIES, LTD., and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as the Rights Agent Dated as of [ ], 2023Contingent Value Rights Agreement • April 17th, 2023 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is entered into between Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (“Parent”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 17th, 2023 • Satsuma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 16, 2023, by and among Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (“Parent”), SNBL23 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the undersigned stockholders of Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), listed on Annex A (each, a “Stockholder”).
