Exhibit “B” Lock-up AgreementLock-Up Agreement • May 18th, 2021 • Bendele Phillip • Services-commercial physical & biological research • Indiana
As an inducement to Inotiv, Inc., an Indiana corporation (the “Company”) to execute that certain Agreement and Plan of Merger, dated April 15, 2021 (the “Merger Agreement”), which provides for the issuance of common shares no par value per share (the “Common Shares”), or other securities of the Company, and any successor (by merger or otherwise) thereto, the undersigned hereby agrees that without, in each case, the prior written consent of the Company during the period specified in the second succeeding paragraph (the “Lock-Up Period”), as part of the Merger Consideration (as defined in the Merger Agreement), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into, exercisable or ex
Exhibit “A” Agreement and Plan of Merger AGREEMENT AND PLAN OF MERGER among: INOTIV BOULDER, LLC, as Merger Sub LLC, ROCK MERGECO, INC., as Merger Sub INOTIV, INC., as Parent BOLDER BIOPATH INC., as Company, Alison Bendele, and Phillip Bendele Dated...Agreement and Plan of Merger • May 18th, 2021 • Bendele Phillip • Services-commercial physical & biological research • Indiana
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is being entered into effective as of April 15, 2021 (the "Effective Date"), by and among Inotiv, Inc., an Indiana corporation ("Parent"), Rock Mergeco, Inc., a Colorado corporation ("Merger Sub"), Inotiv Boulder, LLC, an Indiana limited liability company and a wholly-owned subsidiary of Parent ("Merger Sub LLC" and together with Merger Sub, "Merger Subs"), Bolder BioPATH Inc., a Colorado corporation ("Company"), and Alison Bendele and Phillip Bendele, collectively, the holders of all of the outstanding common shares of the Company (collectively, the "Stockholders" and each individually a "Stockholder" and together with the Company, the "Company Parties").
