AGREEMENT AND PLAN OF MERGER by and among DIFFUSION PHARMACEUTICALS INC., DAWN MERGER SUB INC., and EIP PHARMA, INC. Dated as of March 30, 2023Merger Agreement • March 30th, 2023 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as it may be amended, restated, supplemented or otherwise modified from to time in accordance with the term hereof, this “Agreement”), dated as of March 30, 2023 by and among Diffusion Pharmaceuticals Inc., a Delaware corporation (“Parent”), Dawn Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and EIP Pharma, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each a “Party” and are collectively referred to herein as the “Parties.”
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations
This Amendment #1 (this “Amendment”) to the Employment Agreement (the “Agreement”), dated September 21, 2018 (the “Effective Date”), by and between Diffusion Pharmaceuticals Inc. (the “Company”) and William Hornung (the “Executive”), is made and entered into as of March 29, 2023.
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • March 30th, 2023 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Company Stockholder Support Agreement, dated as of March 30, 2023 (this “Agreement”), by and between Diffusion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (“Stockholder”).
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations
This Amendment #1 (this “Amendment”) to the Employment Agreement (the “Agreement”), dated September 8, 2020 (the “Effective Date”), by and between Diffusion Pharmaceuticals Inc. (the “Company”) and Robert J. Cobuzzi, Ph.D. (the “Executive”), is made and entered into as of March 29, 2023.
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations
This Amendment #1 (this “Amendment”) to the Employment Agreement (the “Agreement”), dated September 23, 2020 (the “Effective Date”), by and between Diffusion Pharmaceuticals Inc. (the “Company”) and William Elder (the “Executive”), is made and entered into as of March 29, 2023.
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • March 30th, 2023 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Parent Stockholder Support Agreement, dated as of March 30, 2023 (this “Agreement”), by and between EIP Pharma, Inc., a Delaware corporation (the “Company”), and the Person set forth on Schedule A hereto (“Stockholder”).
Form of Lock-Up AgreementLock-Up Agreement • March 30th, 2023 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations
This LOCK-UP AGREEMENT (this “Agreement”), dated as of March 30, 2023, is entered into by and between Diffusion Pharmaceuticals Inc., a Delaware corporation (“Parent”) and the undersigned (the “Stockholder”), each of the foregoing a “Party” and collectively, the “Parties”.
