Portions of this exhibit marked [*] are requested to be treated confidentially. MERGER AGREEMENT among AYTU BIOSCIENCE, INC., NUELLE, INC., Aytu Acquisition Corporation, INC., Aytu Holdings, LLC, and EARL BRIGHT, AS REPRESENTATIVE dated as of May 3, 2017Merger Agreement • August 31st, 2017 • Aytu Bioscience, Inc • Pharmaceutical preparations • Delaware
This Merger Agreement (this “Agreement”), dated as of May 3, 2017 (the “Agreement Date”), is entered into among NUELLE, INC., a Delaware corporation (“Company”), AYTU BIOSCIENCE, INC., a Delaware corporation (“Parent”), Aytu Acquisition Corporation, INC., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), AYTU HOLDINGS, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent (“Second Merger Sub”, and together with the Merger Sub, the “Merger Subs”) and, solely in its capacity as representative of the Company Securityholders, Earl Bright (the “Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Article 9 hereof.
