Pharmos Corporation Iselin, New Jersey 08830Settlement Agreement • September 5th, 2006 • Pharmos Corp • Pharmaceutical preparations
This letter sets forth our agreement concerning the settlement of the proxy dispute between Pharmos Corporation (the “Company” or “Pharmos”) and you. Specifically, we have agreed as follows:
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2006 • Pharmos Corp • Pharmaceutical preparations
AMENDMENT (this “Amendment”) dated as of August 31, 2006 to the Agreement and Plan of Merger dated as of March 14, 2006 (the “Initial Merger Agreement”) among Pharmos Corporation, a Nevada corporation (“Parent” or “Pharmos”), Vela Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Sub”), and Vela Pharmaceuticals Inc., a Delaware corporation (“Target” or “Vela”), as previously amended by letter agreements among the parties dated August 4 and August 10, 2006 (the “Extension Letters ” and collectively with the Initial Merger Agreement, the “Merger Agreement”).
VOTING AGREEMENT AND WAIVERVoting Agreement • September 5th, 2006 • Pharmos Corp • Pharmaceutical preparations • Nevada
THIS VOTING AGREEMENT AND WAIVER (this “Agreement”), dated as of August 31, 2006, is made by and among Pharmos Corporation, a Nevada corporation (the “Company”) and the holders (the “Stockholders”) of certain shares of common stock, $0.03 par value per share (“Common Stock”), of the Company listed on Schedule A hereto.
