AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG OHR PHARMACEUTICAL, INC. OHR ACQUISITION CORP. AND NEUBASE THERAPEUTICS, INC. Dated as of January 2, 2019Agreement and Plan of Merger and Reorganization • January 3rd, 2019 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 2, 2019 (this “Agreement”), by and among OHR PHARMACEUTICAL, INC., a Delaware corporation (“Parent”), OHR ACQUISITION CORP., a Delaware corporation (“Merger Sub”), and NeuBase Therapeutics, Inc., a Delaware corporation (“Company”). Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
OHR PHARMACEUTICAL, INC. SUPPORT AGREEMENTSupport Agreement • January 3rd, 2019 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (“Agreement”), dated as of January 2, 2019, is made by and among Ohr Pharmaceutical, Inc., a Delaware corporation (“Parent”), NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each, a “Stockholder”) of shares of capital stock of Parent or securities convertible or exercisable for shares of capital stock of Parent (the “Shares”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • January 3rd, 2019 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
THIS RETENTION BONUS AGREEMENT (this “Agreement”) is made and entered into by and between Ohr Pharmaceutical, Inc. (the “Company”) and Jason Slakter (“Employee”), effective as of this 2nd day of January, 2019 (the “Effective Date”).
LOCK-UP AGREEMENTOhr Pharmaceutical Inc • January 3rd, 2019 • Pharmaceutical preparations • Delaware
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Ohr Pharmaceutical, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of January 2, 2019 (as the same may be amended from time to time, the “Merger Agreement”) with Ohr Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, and NeuBase Therapeutics, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
