AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: GEMPHIRE THERAPEUTICS INC., a Delaware corporation; GR MERGER SUB INC., a Delaware corporation; and NEUROBO PHARMACEUTICALS, INC., a Delaware corporation Dated as of July 24, 2019Merger Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 24, 2019, by and among GEMPHIRE THERAPEUTICS INC., a Delaware corporation (“Parent”), GR MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NEUROBO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Gemphire Therapeutics Inc. 17199 N. Laurel Park Drive, Suite 401 Livonia, MI 48152 NeuroBo Pharmaceuticals, Inc.Lock-Up Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
VOTING AGREEMENTVoting Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of July __, 2019, among Gemphire Therapeutics Inc., a Delaware corporation (“Parent”), NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Parent.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of --, 2019 (the “Effective Date”), is entered into by and among Gemphire Therapeutics Inc., a Delaware corporation (“Parent”), Grand Rapids Holders’ Representative, LLC, as representative of the Holders (the “Holders’ Representative”), and Computershare Inc., as Rights Agent.
