VOTING AGREEMENTVoting Agreement • December 27th, 2016 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Voting Agreement (this “Agreement”) is entered into as of [●], 2016 by and among Essentialis, Inc., a Delaware corporation (the “Company”) and the person listed as a stockholder of Capnia, Inc., a Delaware corporation (“Parent”), on the signature page hereto (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among Essentialis, Inc., Capnia, Inc., Company E Merger Sub, Inc. and Neil Cowen, solely in his capacity as the Stockholders Representative December 22, 2016Merger Agreement • December 27th, 2016 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 22, 2016, is made by and among Essentialis, Inc., a Delaware corporation (the “Company”), Capnia, Inc., a Delaware corporation (“Parent”), Company E Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Neil Cowen (the “Stockholders Representative”), solely in his capacity as the representative for the Company Stockholders and only for the purposes expressly provided herein. Parent, Merger Sub and the Company, and, solely in his capacity as and solely to the extent applicable, the Stockholders Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
