AGREEMENT AND PLAN OF MERGER among LEO US HOLDING, INC., LEO SPINY MERGER SUB, INC., TIMBER PHARMACEUTICALS, INC. and LEO PHARMA A/S, as Guarantor Dated as of August 20, 2023Merger Agreement • August 21st, 2023 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER dated as of August 20, 2023 (this “Agreement”), among LEO US Holding, Inc., a Delaware corporation (“Parent”), LEO Spiny Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), LEO Pharma A/S, a Danish Aktieselskab (“Guarantor”) and Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO ASSET ACQUISITION AGREEMENT (THIS “AMENDMENT”)Asset Acquisition Agreement • August 21st, 2023 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations
Reference is made to that certain Asset Acquisition Agreement, dated February 28, 2019 (the “Agreement”) by and among Timber Pharmaceuticals LLC, a Delaware limited liability company (the “Company”), Patagonia Pharmaceuticals LLC, a New Jersey limited liability company (“Patagonia”), Jonathan Rome (“J Rome”) and Zachary Rome (“Z Rome” and, collectively with the Company, Patagonia and J Rome, the “Parties”), as amended by that certain Amendment to Asset Acquisition Agreement executed by the Company on July 13, 2022 and by Patagonia on July 20, 2022, as applicable. All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
