FORM OF LOCK-UP AGREEMENTIntec Pharma Ltd. • March 15th, 2021 • Pharmaceutical preparations • Delaware
The undersigned signatory (the “Stockholder”) of this lock-up agreement (this “Agreement”) understands that: (i) Intec Pharma Ltd., an Israeli company (“Intec”), Intec Parent, Inc., a Delaware corporation and a wholly owned subsidiary of Intec (“Intec Parent”), Domestication Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Intec Parent (“Merger Sub”), Domestication Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of Intec Parent (the “Domestication Merger Sub”), and Decoy Biosystems, Inc., a Delaware corporation (“Company”), propose to enter into an Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time, the “Merger Agreement”) which provides, among other things, for the Domestication pursuant to which Intec would become a wholly owned, direct subsidiary of Intec Parent and Merger Sub will merge with and into Company, with Company continuing as the surviving corporation (the “Merger”), and (ii) in con
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among INTEC PHARMA LTD. INTEC PARENT, INC. DILLON MERGER SUBSIDIARY, INC., DOMESTICATION MERGER SUB LTD., and DECOY BIOSYSTEMS, INC. Dated as of March 15, 2021Agreement and Plan of Merger and Reorganization • March 15th, 2021 • Intec Pharma Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 15, 2021 by and among INTEC PHARMA LTD., an Israeli company (“Intec”), INTEC PARENT, INC., a Delaware corporation and a wholly owned subsidiary of Intec (“Intec Parent”), DILLON MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly owned subsidiary of Intec Parent (“Merger Sub”), DOMESTICATION MERGER SUB LTD., an Israeli company and a wholly owned subsidiary of Intec Parent (“Domestication Merger Sub”), and DECOY BIOSYSTEMS, INC., a Delaware corporation (“Decoy”). Intec, Intec Parent, Merger Sub, Domestication Merger Sub, and Decoy may each be referred to herein individually as a “Party” and collectively as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 15th, 2021 • Intec Pharma Ltd. • Pharmaceutical preparations • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made as of the 15th day of March, 2021, by and among Intec Pharma Ltd., a company incorporated under the laws of the State of Israel (“Intec”), Intec Parent, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of Intec (“Intec Parent”), Dillon Merger Subsidiary, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of Intec Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Decoy Biosystems, Inc., a corporation organized under the laws of the State of Delaware (the “Company”). Each of Intec, Intec Parent, Merger Sub, and Stockholder is referred to as a “party” and collectively as the “parties”. Capitalized terms used but not defined in this Agreement or any Appendix to this Agreement have the meanings ascribed to them in the Merger Agreement (defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • March 15th, 2021 • Intec Pharma Ltd. • Pharmaceutical preparations • Delaware
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made as of the 15th day of March, 2021, by and among Decoy Biosystems, Inc., a corporation organized under the laws of the State of Delaware (“Decoy”), and the undersigned shareholder (“Shareholder”) of Intec Pharma Ltd., a company incorporated under the laws of the State of Israel, (the “Company”). Each of Decoy and Shareholder is referred to as a “party” and collectively as the “parties”. Capitalized terms used but not defined in this Agreement or any Appendix to this Agreement have the meanings ascribed to them in the Merger Agreement (defined below).
