SEELOS THERAPEUTICS, INC. VOTING AGREEMENTVoting Agreement • July 30th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada
THIS VOTING AGREEMENT (“Agreement”), dated as of July 30, 2018, is made by and among Apricus Biosciences, Inc., a Nevada corporation (“Apricus”), Seelos Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (each a “Stockholder”) of shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) or securities convertible or exercisable for shares of Common Stock (collectively, the “Shares”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger and Reorganization • July 30th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 30, 2018, by and among APRICUS BIOSCIENCES, INC., a Nevada corporation (“Apricus”), ARCH MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Apricus (“Merger Sub”), and SEELOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 30th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 2018 (this “Agreement”), is entered into by and among Apricus Biosciences, Inc., a Nevada corporation (“Apricus”), Seelos Therapeutics, Inc., a Delaware corporation (the “Company”), , as representative of the holders of CVRs (the “Holders’ Representative”), and , a , as Rights Agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
