VOTING AGREEMENTVoting Agreement • November 4th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2019, by and among Cerecor, Inc., a Delaware corporation (“Cerecor”), Aytu Bioscience Inc., a Delaware corporation (the “Company”) and the stockholder of the Company listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Purchase Agreement (as defined below).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 4th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations • Delaware
This Transition Services Agreement (this “Agreement”), dated as of November 1, 2019 (the “Effective Date”), is made by and between Aytu Bioscience, Inc., a Delaware corporation (“Buyer”) and Cerecor, Inc., a Delaware corporation (“Seller”). All capitalized terms used herein (or in any schedule) but not defined herein have the meanings given to them in the Purchase Agreement (defined below).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 4th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations
This First Amendment to Asset Purchase Agreement (this “First Amendment”) is entered into by and between Aytu Bioscience, Inc., a Delaware corporation (“Buyer”), and Cerecor Inc., a Delaware corporation (“Seller”), as of November 1, 2019.
VOTING AGREEMENTVoting Agreement • November 4th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2019, by and between Cerecor, Inc., a Delaware corporation (“Cerecor”) and Aytu Bioscience Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein are used as they are defined in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations
This Agreement is made pursuant to the Asset Purchase Agreement, dated as of the date hereof, between the Company and Cerecor (the “Purchase Agreement”).
CONSENT AND LIMITED WAIVER AGREEMENTConsent and Limited Waiver Agreement • November 4th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations • Delaware
This Consent and Limited Waiver Agreement (this “Waiver”) is entered into as of the November 1, 2019, by and among Peter Steelman (“Steelman”), James Flynn (“Flynn”), and Deerfield CSF, LLC, on behalf of itself and its affiliates (“Deerfield”, and collectively with Steelman and Flynn, the “Deerfield Parties”), Avadel U.S. Holdings, Inc. and its subsidiaries and affiliates (collectively, “Avadel”), Armistice Capital Master Fund, Ltd. (“Armistice”), Cerecor Inc. (“Cerecor”), Aytu BioScience, Inc. (“Buyer”) and Aytu Therapeutics LLC (“Aytu Therapeutics”).
