FORM OF STOCKHOLDER RIGHTS AGREEMENTForm of Stockholder Rights Agreement • December 1st, 2014 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), is made as of the 25th day of November 2014, by and among Cocrystal Pharma, Inc., a Delaware corporation (the “Company”), Cocrystal Holdings Inc., a Delaware corporation (the “Parent”), RFS Pharma LLC, a Georgia limited liability company (“RFSP”), the RFSP members listed on Exhibit A hereto, referred to hereinafter as the “RFSP Shareholders” and each individually as an “RFSP Shareholder” and those certain holders to the Company’s Common Stock and/or the Company’s Series B Preferred Stock listed on Exhibit B hereto (the “COCP Shareholders” and, together with the RFSP Shareholders, the “Shareholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG COCRYSTAL PHARMA, INC., COCRYSTAL HOLDINGS, INC., COCRYSTAL MERGER SUB, INC., RFS MERGER SUB, LLC. AND RFS PHARMA, LLC. Dated as of November 25, 2014Agreement and Plan of Merger • December 1st, 2014 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 25, 2014 by and among Cocrystal Pharma, Inc., a Delaware corporation (“Cocrystal”), Cocrystal Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Cocrystal (the “Parent”), Cocrystal Merger Sub., Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Cocrystal Merger Sub”), RFS Merger Sub, LLC, a Delaware corporation and wholly-owned subsidiary of Parent (the “RFS Merger Sub” and, together with Cocrystal Merger Sub, the “Merger Subs”), and RFS Pharma, LLC, a Georgia limited liability company (“RFSP”), with respect to the following facts:
