AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 11, 2010 BY AND AMONG HEPALIFE TECHNOLOGIES, INC., HT ACQUISITION CORP. and AQUAMED TECHNOLOGIES, INC.Merger Agreement • May 21st, 2010 • Harborview Master Fund Lp • Surgical & medical instruments & apparatus • Florida
This AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2010 (this “Agreement”), is among HepaLife Technologies, Inc., a Florida corporation (“Parent”), HT Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and AquaMed Technologies, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.1.
JOINT FILING AGREEMENTJoint Filing Agreement • May 21st, 2010 • Harborview Master Fund Lp • Surgical & medical instruments & apparatus
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act, or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto), with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
STOCKHOLDER VOTING AGREEMENT AND IRREVOCABLE PROXYStockholder Voting Agreement • May 21st, 2010 • Harborview Master Fund Lp • Surgical & medical instruments & apparatus • Delaware
THIS STOCKHOLDER VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is made, entered into, and effective as of May 11, 2010, by and among HepaLife Technologies, Inc., a Florida corporation (the “Company”), Harborview Master Fund LP (the “Agent”) and the persons listed on Schedule A to this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
