AGREEMENT AND PLAN OF MERGER BY AND AMONG BIOHAVEN PHARMACEUTICAL HOLDING COMPANY, LTD., BIOHAVEN THERAPEUTICS LTD., KLEO ACQUISITION, INC., KLEO PHARMACEUTICALS, INC. AND Shareholder Representative Services LLC, AS THE STOCKHOLDERS’ REPRESENTATIVE...Merger Agreement • January 8th, 2021 • Biohaven Pharmaceutical Holding Co Ltd. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 1, 2021, by and among Biohaven Therapeutics Ltd., a company formed under the laws of the territory of the British Virgin Islands (“Parent”), Biohaven Pharmaceutical Holding Company, Ltd., a company formed under the laws of the territory of the British Virgin Islands (“Ultimate Parent”), Kleo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Kleo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Stockholders (the “Stockholders’ Representative”) (each of Parent, Ultimate Parent, Merger Sub, the Company and the Stockholders’ Representative, are sometimes referred to herein as a “Party,” and collectively, as the “Parties”).
