AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • December 5th, 2019 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”), is entered into as of December 5, 2019, by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”), Cerecor Inc., a Delaware corporation (“Parent”), Genie Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Second Genie Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Second Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 5th, 2019 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This Contingent Value Rights Agreement, dated as of _______________ (this “Agreement”), is entered into by and between Cerecor Inc., a Delaware corporation (“Parent”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as “Rights Agent”.
BACKSTOP AGREEMENTBackstop Agreement • December 5th, 2019 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This BACKSTOP AGREEMENT (this “Agreement”), dated as of December 5, 2019, is entered into by and between Cerecor Inc., a Delaware corporation with offices located at 540 Gaither Road, Suite 400, Rockville, Maryland 20850 (the ”Company”), and Armistice Capital Master Fund Ltd. (the “Backstop Investor”).
