AGREEMENT AND PLAN OF MERGER BY AND AMONG MENLO THERAPEUTICS INC. GIANTS MERGER SUBSIDIARY LTD. AND FOAMIX PHARMACEUTICALS LTD. DATED AS OF NOVEMBER 10, 2019Agreement and Plan of Merger • November 12th, 2019 • Foamix Pharmaceuticals Ltd. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 10, 2019, is by and among Menlo Therapeutics Inc., a Delaware corporation (“Menlo”), Giants Merger Subsidiary, Ltd., a company incorporated under the laws of the State of Israel and registered under No. 516103165 with the Israeli Registrar of Companies, and a direct, wholly-owned subsidiary of Menlo (“Menlo Merger Sub”), and Foamix Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel and registered under No. 51-336881-1 with the Israeli Registrar of Companies (“Foamix”).
FORM OF MENLO VOTING AGREEMENTForm of Menlo Voting Agreement • November 12th, 2019 • Foamix Pharmaceuticals Ltd. • Medicinal chemicals & botanical products • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of [ ], 2019, between Foamix Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel and registered under No. 51-336881-1 with the Israeli Registrar of Companies (“Foamix”), and [●] (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF FOAMIX VOTING AGREEMENTFoamix Voting Agreement • November 12th, 2019 • Foamix Pharmaceuticals Ltd. • Medicinal chemicals & botanical products • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of [•], 2019, between Menlo Therapeutics Inc., a Delaware corporation (“Menlo”), and [●] (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CONTINGENT STOCK RIGHTS AGREEMENT by and between Menlo Therapeutics Inc. and as Rights Agent Dated as of [●]Contingent Stock Rights Agreement • November 12th, 2019 • Foamix Pharmaceuticals Ltd. • Medicinal chemicals & botanical products • Delaware
This CONTINGENT STOCK RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is entered into by and between Menlo Therapeutics Inc., a Delaware corporation (the “Company”), and [•], as Rights Agent (the “Rights Agent”).
