TERMINATION AGREEMENTTermination Agreement • August 31st, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations
THIS TERMINATION AGREEMENT (the “Termination Agreement”) is entered into on August 28, 2023 (the “Signing Date”) between ACER THERAPEUTICS INC., a Delaware corporation, with its principal place of business at 300 Washington Street, Suite 356, Newton, MA, USA 02458 (“Acer”), and RELIEF THERAPEUTICS HOLDING SA, a company organized and existing under the laws of Switzerland and having its registered address at Avenue de Secheron 15, 1202 Geneve, Switzerland (“Relief”). Relief and Acer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • August 31st, 2023 • Acer 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, 2023Merger Agreement • August 31st, 2023 • Acer 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”).
SECURITY AGREEMENTSecurity Agreement • August 31st, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations
This Security Agreement, dated as of August 30, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and between ACER THERAPEUTICS INC., a Delaware corporation (“Grantor”), and ZEVRA THERAPEUTICS, INC., a Delaware corporation (“Secured Party”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 31st, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into on August 28, 2023 (the “Signing Date”) between ACER THERAPEUTICS INC., a Delaware corporation, with its principal place of business at 300 Washington Street, Suite 356, Newton, MA, 02458 USA (“Acer”), and RELIEF THERAPEUTICS HOLDING SA, a company organized and existing under the laws of Switzerland and having its registered address at Avenue de Secheron 15, 1202 Geneve, Switzerland (“Relief”). Relief and Acer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 31st, 2023 • Acer 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”.
LOCK-UP AGREEMENTLock-Up Agreement • August 31st, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2023 by and between (i) Zevra Therapeutics, Inc., a Delaware corporation (the “Parent”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
AMENDMENT NO. 1 TO UNSECURED PROMISSORY NOTEUnsecured Promissory Note • August 31st, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO UNSECURED PROMISSORY NOTE (the “Amendment”) dated as of August 30, 2023 is by and between ACER THERAPEUTICS INC. (“Acer” or the “Company”) and CHRISTOPHER SCHELLING (“Holder”).
