AGREEMENT AND PLAN OF MERGER among CORIUM INTERNATIONAL, INC., GURNET HOLDING COMPANY, and GURNET MERGER SUB, INC. OCTOBER 11, 2018Agreement and Plan of Merger • October 11th, 2018 • Corium International, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 11, 2018, is entered into by and among Corium International, Inc., a Delaware corporation (the “Company”), Gurnet Holding Company, a Delaware corporation (“Parent”) and Gurnet Merger Sub, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Sub”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 11th, 2018 • Corium International, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is made and entered into as of October 11, 2018, by and among Gurnet Holding Company, a Delaware corporation (“Parent”), Gurnet Merger Sub, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”), and each Person set forth in Schedule A hereto (each, a “Stockholder”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 11th, 2018 • Corium International, Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 11, 2018, by and between Gurnet Holding Company, a Delaware corporation (“Parent”) and Continental Stock Transfer & Trust Company, a New York Corporation, as Rights Agent; provided that this Agreement shall be contingent upon, and only become effective upon, the Effective Time (as defined in the Merger Agreement) and shall become null and void in the event the Merger Agreement (as defined below) is terminated for any reason or the Merger (as defined below) is otherwise not completed for any reason.
