AGREEMENT AND PLAN OF MERGER BY AND AMONG STEMCELLS, INC., C&RD ISRAEL LTD. AND MICROBOT MEDICAL LTD. Dated as of August 15, 2016Merger Agreement • August 15th, 2016 • Stemcells Inc • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of August 15, 2016 by and among StemCells, Inc., a Delaware corporation (“Parent”), C&RD Israel Ltd., an Israeli corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Microbot Medical Ltd., a company organized under the laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AGREEMENTVoting Agreement • August 15th, 2016 • Stemcells Inc • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) dated August 15, 2016, is entered into among StemCells, Inc., a Delaware Corporation (“Parent”), each of the stockholders listed on Schedule I to this Agreement (each a “Stockholder” and collectively, the “Stockholders”), and Microbot Medical Ltd., a company organized under the laws of the State of Israel (“Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 15th, 2016 • Stemcells Inc • Biological products, (no disgnostic substances) • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 13, 2016 is made and entered into by and between STEMCELLS, INC., a Delaware corporation having its principal place of business at 7707 Gateway Blvd., Suite 140, Newark, CA 94560 USA (the “Seller”) and MILTENYI BIOTEC, INC. (“Miltenyi”), a California corporation and a member of the Miltenyi Biotec group of companies, having its principal place of business at 2303 Lindbergh St., Auburn, CA 95602 (the “Buyer”). Seller and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
