BRIDGE LOAN AGREEMENTBridge Loan Agreement • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
NOW THEREFORE in consideration of the premises and the conditions and provisions contained herein, the receipt and adequacy of which consideration are hereby duly acknowledged, the Parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER among ZEVRA THERAPEUTICS, INC. ASPEN Z MERGER SUB, INC., and ACER THERAPEUTICS INC. Dated as of August 30, 2023Agreement and Plan of Merger • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 30, 2023, by and among Zevra Therapeutics, Inc., a Delaware corporation (“Parent”), Aspen Z Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Acer Therapeutics Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2023, by and among Zevra Therapeutics, Inc., a Delaware corporation (“Parent”), Aspen Z Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”) and the stockholders of the Acer Therapeutics Inc., a Delaware corporation (the “Company”) set forth on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”). Parent, Merger Sub and the Stockholders are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN PURCHASE AGREEMENT (this “Agreement”) is entered into this 30th day of August, 2023, by and between ZEVRA THERAPEUTICS, INC., a Delaware corporation or its assignee or designee (“Purchaser”), and NANTAHALA CAPITAL MANAGEMENT, LLC, a Massachusetts limited liability company (“Agent”), NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP, a Massachusetts limited partnership, NANTAHALA CAPITAL PARTNERS II LIMITED PARTNERSHIP, a Delaware limited partnership, NCP RFM LP, a Delaware limited partnership, BLACKWELL PARTNERS LLC – SERIES A, one of the series of a Delaware limited liability company, PINEHURST PARTNERS, L.P., a Delaware limited partnership, CEOF HOLDINGS LP, a Delaware limited partnership, CORBIN PRIVATE CREDIT MANAGER FUND II, L.P., a Cayman Islands exempted limited partnership, and CORBIN TLP FUND I, L.P., a Delaware limited partnership (each, a “Seller” and collectively, “Sellers”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into this 30th day of August, 2023, by and between ZEVRA THERAPEUTICS, INC., a Delaware corporation or its assignee or designee (“Purchaser”), and NANTAHALA CAPITAL MANAGEMENT, LLC, a Massachusetts limited liability company (“Nantahala”), NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP, a Massachusetts limited partnership, NANTAHALA CAPITAL PARTNERS II LIMITED PARTNERSHIP, a Delaware limited partnership, NCP RFM L.P., a Delaware limited partnership, BLACKWELL PARTNERS LLC – SERIES A, one of the series of a Delaware limited liability company, and PINEHURST PARTNERS, L.P., a Delaware limited partnership (collectively, “Seller”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2023 • Zevra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2023, is entered into by and between (i) Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), and (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Sellers”) (each, together with its permitted assigns, a “Seller” and collectively, the “Sellers”).
