NEUROBO PHARMACEUTICALS, INC.
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 31, 2020 (the “Effective Date”), is made by and among NeuroBo Pharmaceuticals, Inc., a Delaware corporation (“Parent”), ANA Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of Parent. Capitalized terms used but not defined in this Agreement shall have the meaning set forth in the Merger Agreement (as defined below).
WHEREAS, Parent, Shelby Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), Shelby Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub”), and the Company, have entered into that certain Agreement and Plan of Merger, dated of even date herewith (the “Merger Agreement”), which provides for the merger of First Merger Sub with and into the Company (the “First Merger”) and the merger of the Company with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Merger”);
WHEREAS, Stockholder beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds Parent Options and/or Parent Warrants to acquire the number of Shares, indicated opposite Stockholder’s name on Schedule 1 attached hereto; and
WHEREAS, as an inducement and a condition to the willingness of Parent, First Merger Sub, Second Merger Sub and the Company to enter into the Merger Agreement, and in consideration of the substantial expenses incurred and to be incurred by such parties in connection with the transactions contemplated by the Merger Agreement, Stockholder has agreed to enter into and perform this Agreement.
NOW, THEREFORE, in consideration of, and as a condition to, Parent, First Merger Sub, Second Merger Sub and the Company entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration of the substantial expenses incurred and to be incurred by such parties in connection therewith, the parties hereto agree as follows:
1. Agreement to Vote Shares. Stockholder agrees that, prior to the Expiration Date (as defined in Section 2 below), at any meeting of the stockholders of Parent or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of Parent, with respect to the Milestone Payment Proposal (as defined in subsection (b) below), Stockholder shall:
(a) appear at such meeting or otherwise cause its Shares, including any New Shares (as defined in Section 3 below), to be counted as present thereat for purposes of calculating a quorum; and
(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares, including any New Shares, that Stockholder shall be entitled to so vote: (i) in favor of the approval of the issuance of shares of Parent Common Stock in connection with the Milestone