SPLIT-OFF AGREEMENTSplit-Off Agreement • March 6th, 2024 • Aptorum Group LTD • Pharmaceutical preparations • New York
This SPLIT-OFF AGREEMENT, dated as of March 1, 2024 (this “Agreement”), is entered into by and among Aptorum Group Limited, a Cayman Islands exempted company with limited liability (“Seller”), Aptorum Therapeutics Limited, a Cayman Islands exempted company with limited liability (“Split-Off Subsidiary”) and Jurchen Investment Corporation, a British Virgin Islands corporation (“Buyer”). Seller and Buyer are collectively referred to herein as the “Parties” and individually as a “Party”.
AGREEMENT AND PLAN OF MERGER by and among APTORUM GROUP LIMITED and YOOV GROUP HOLDING LIMITED dated as of March 1, 2024Agreement and Plan of Merger • March 6th, 2024 • Aptorum Group LTD • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 1, 2024 by and among Aptorum Group Limited, a Cayman Islands exempted company with limited liability with registration number 245310 (“ListCo”), and YOOV Group Holding Limited, a BVI business company organized under the laws of British Virgin Islands with registration number 1952385 (the “Company”). ListCo and the Company are collectively referred to herein as the “Parties” and individually as a “Party” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in or as otherwise defined elsewhere in this Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 6th, 2024 • Aptorum Group LTD • Pharmaceutical preparations • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2024 by and among Aptorum Group Limited, a Cayman Islands company, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “YOOV Group Holding Limited” or such other name as agreed by the parties to the Merger Agreement (including any successor entity thereto, the “ListCo”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined herein below).
SUPPORT AGREEMENTSupport Agreement • March 6th, 2024 • Aptorum Group LTD • Pharmaceutical preparations • New York
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of March 1, 2024, is made by and among Aptorum Group Limited, a Cayman Islands exempted company with limited liability (“ListCo”), and YOOV Group Holding Limited, a company organized under the laws of British Virgin Islands (“Company”), and the undersigned holder (“Shareholder”) of ListCo Class A Ordinary and Class B Ordinary Shares (the “Shares”).
