AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG NEOTHETICS, INC., NOBELLI MERGER SUB, INC. AND EVOFEM BIOSCIENCES, INC. Dated as of October 17, 2017Agreement and Plan of Merger and Reorganization • October 17th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of October 17, 2017 (this “Agreement”), by and among NEOTHETICS, INC. a Delaware corporation (“Parent”), NOBELLI MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and EVOFEM BIOSCIENCES, INC., a Delaware corporation (“Company”). Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
Neothetics, Inc. Lock-Up Agreement October 17, 2017Lock-Up Agreement • October 17th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Neothetics, Inc. (the “Parent”), Nobelli Merger Sub, Inc., (“Merger Sub”), and Evofem Biosciences, Inc. (the “Company”), dated as of October 17, 2017. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
