On November 5, 2020, Ocuphire Pharma, Inc., formerly known as Rexahn Pharmaceuticals, Inc. completed its business combination with the private entity formerly known as Ocuphire Pharma, Inc. (‘Ocuphire’), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 17, 2020, as amended on June 29, 2020 (the ‘Merger Agreement’), by and among the Company, Ocuphire and Razor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (‘Merger Sub’), pursuant to which, among other matters, Merger Sub merged with and into Ocuphire, with Ocuphire continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the ‘Merger’). In accordance with the Merger Agreement, on November 5, 2020, in connection with the closing of the Merger, Douglas Swirsky, Peter Brandt, Charles Beever, Kwang Soo Cheong, Gil Price and Lara Sullivan resigned from the Board and any committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. Mr. Gallagher was appointed Chair of the Board, Ms. Sooch was appointed as Vice Chair of the Board and Mr. Ainsworth was appointed as Lead Independent Director. Dr. Manuso and Messrs. Ainsworth and Rodgers were appointed to the Company’s Audit Committee (with Mr. Rodgers serving as chair of the committee and audit committee financial expert); Messrs. Ainsworth, Gallagher and Rodgers were appointed to the Company’s Compensation Committee (with Mr. Ainsworth serving as chair of the committee); and Messrs. Manuso and Gallagher and Ms. Benton were appointed to the Company’s Nominating and Corporate Governance Committee (with Mr. Manuso serving as chair of the committee). Each of the directors will also enter into an indemnity agreement with the Company. In accordance with the Merger Agreement, on November 5, 2020, the employment of the Company’s Chief Executive Officer and President, Mr. Douglas Swirsky terminated immediately following the effectiveness of the Merger. Following the termination of his employment and execution of a general release of claims, pursuant to his employment agreement, Mr. Swirsky received a lump sum cash payment in an amount equal to $1,180,398. The Board has appointed Mina Sooch as the Company’s President, Chief Executive Officer and Treasurer, and Bernhard Hoffmann as the Company’s Vice President of Corporate Development and Finance and Secretary, in each case, effective November 6, 2020. Each of Ms. Sooch and Mr. Hoffmann will enter into an indemnity agreement with the Company, a form of which is attached hereto as Exhibit 10.8. There are no family relationships among any of the Company’s directors and executive officers. Ms. Sooch will serve as the Company’s principal executive officer and Mr. Hoffmann will serve as the Company’s principal financial and accounting officer. Ms. Mina Sooch. In June 2020, Ocuphire and Ms. Sooch entered into a new employment agreement (the ‘Sooch Employment Agreement’) to be effective upon the closing of the Merger. The Sooch Employment Agreement provides for the employment of Ms. Sooch as the Company’s President and Chief Executive Officer. Ms. Sooch will also be eligible to receive a stock option grant at the conclusion of each fiscal year based upon performance criteria as determined by the Company’s Compensation Committee at the beginning of each fiscal year and to participate in the Company’s employee benefit plans in effect for similarly situated employees. Mr. Bernhard Hoffmann. In June 2020, Ocuphire and Mr. Hoffmann entered into a new employment agreement (the “Hoffmann Employment Agreement”) to be effective upon the closing of the Merger. The Hoffmann Employment Agreement provides for the employment of Mr. Hoffmann as the Company’s Vice President of Corporate Development and Finance. Mr. Hoffmann will also be eligible to receive a stock option grant at the conclusion of each fiscal year based upon performance criteria as determined by the Company’s Compensation Committee at the beginning of each fiscal year and to participate in the Company’s employee benefit plans in effect for similarly situated employees.