AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MEDAVAIL, INC., MATRIX MERGER SUB, INC., AND MYOS RENS TECHNOLOGY INC. Dated as of June 30, 2020Merger Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of June 30, 2020 (this “Agreement”), by and among MYOS RENS Technology Inc., a Nevada corporation (“Parent”), Matrix Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and MedAvail, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of June 30, 2020 (the “Effective Date”), by and between MYOS RENS Technology Inc., a Nevada corporation (the “Company”), and Transhare Corporation, as Rights Agent (the “Rights Agent”).
VOTING AGREEMENTVoting Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is entered into as of June 30, 2020 by and between MYOS RENS Technology, Inc., a Nevada corporation (“Parent”) and the undersigned stockholders (each, solely as to himself, herself or itself, “Stockholder”) of Parent. Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Merger Agreement, then the provisions of the Merger Agreement shall control.
SUBSCRIPTION AND STOCK PURCHASE AGREEMENTSubscription and Stock Purchase Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
THIS SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (this “Agreement”), is made this [l] day of [l], 2020 by and between MYOS Corp., a Delaware corporation with a principal place of business at 45 Horsehill Road, Suite 106, Cedar Knolls, NJ 07927 (the “Corporation”), and MYOS RENS Technology, Inc., a Nevada corporation with a principal place of business at 45 Horsehill Road, Suite 106, Cedar Knolls, NJ 07927 (the “Purchaser”). The Corporation and Purchaser are each also referred to herein as a “Party” and together as the “Parties.”
MYOS RENS TECHNOLOGY, INC. Lock-Up AgreementLock-Up Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
Voting AgreementVoting Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is entered into as of ___, 2020 by and between MedAvail, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders (each, solely as to himself, herself or itself, “Stockholder”) of the Company. Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Merger Agreement, then the provisions of the Merger Agreement shall control.
