AGREEMENT AND PLAN OF MERGER BY AND AMONG TEVA PHARMACEUTICAL INDUSTRIES LTD., TRAIN MERGER SUB, INC. AND NUPATHE INC. DATED AS OF JANUARY 17, 2014Merger Agreement • January 21st, 2014 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 17, 2014, is by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Parent”), Train Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and NuPathe Inc., a Delaware corporation (the “Company”).
FORM OF CONTINGENT CASH CONSIDERATION AGREEMENT by and between TRAIN MERGER SUB, INC., AMERICAN STOCK TRANSFER & TRUST COMPANY as Paying Agent, and, Solely for the Purposes of Section 16, TEVA PHARMACEUTICAL INDUSTRIES LTD. Dated as of [ ], 2014Contingent Cash Consideration Agreement • January 21st, 2014 • Nupathe Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT CASH CONSIDERATION AGREEMENT (this “Agreement”), dated as of [ ], 2014, is entered into by and between Train Merger Sub, Inc., a Delaware corporation (the “Company”) and wholly-owned, indirect subsidiary of the Guarantor (as defined below), American Stock Transfer & Trust Company, LLC, as Paying Agent (the “Paying Agent”), and, solely for the purposes of Section 16, Teva Pharmaceutical Industries Ltd., an Israeli corporation (the “Guarantor”).
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JANUARY 17, 2014, AS AMENDED FROM TIME TO TIME, BETWEEN LENDER (AS DEFINED BELOW) AND...Subordinated Promissory Note • January 21st, 2014 • Nupathe Inc. • Pharmaceutical preparations • Delaware
FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of TEVA PHARMACEUTICALS USA, INC. (the “Lender”) the principal amount of FIVE MILLION DOLLARS ($5,000,000), plus interest on the aggregate unpaid principal amount hereof, in the manner and upon the terms and conditions set forth below.
SUBORDINATION AGREEMENTSubordination Agreement • January 21st, 2014 • Nupathe Inc. • Pharmaceutical preparations • New York
This Subordination Agreement is made as of January 17, 2014 by and among each of the undersigned creditors (individually, a “Creditor” and, collectively, the “Creditors”), NuPathe Inc. (“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (the “Lender”).
