AGREEMENT AND PLAN OF MERGER among UNITED THERAPEUTICS CORPORATION, DANIEL 24043 ACQUISITION CORP. LTD. and STEADYMED LTD. Dated as of April 29, 2018Merger Agreement • April 30th, 2018 • SteadyMed Ltd. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2018, by and among United Therapeutics Corporation, a Delaware corporation (“Parent”), Daniel 24043 Acquisition Corp. Ltd., a company organized under the laws of the State of Israel and a wholly-owned Subsidiary of Parent (“Merger Sub”) and SteadyMed Ltd., a company organized under the laws of the State of Israel (the “Company”).
STEADYMED LTD. AMENDMENT NO. 1 TO WARRANTWarrant • April 30th, 2018 • SteadyMed Ltd. • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Warrant, dated as of [·], issued to [·] (including any permitted transferee or assignees of such Warrant, the “Warrant Holder”) and representing a right to subscribe for the purchase from SteadyMed Ltd., an Israeli incorporated company (the “Company”), [·] Shares at a price per Share equal to the Exercise Price, (the “Warrant”), is entered into as of April [·], 2018, by and between the Warrant Holder and the Company. The Warrant is one of a series of warrants issued by the Company in connection with a financing that was consummated August 4, 2016 (collectively, the “2016 Warrants”) pursuant to the Subscription Agreement, dated as July 29, 2016, among the Company and the Participants party thereto (the “Subscription Agreement”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Warrant.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • April 30th, 2018 • SteadyMed Ltd. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [·] (this “Agreement”), is entered into by and between United Therapeutics Corporation, a Delaware corporation (the “Parent”) and [·], as rights agent (the “Rights Agent”).
