AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ALLERGAN PLC, KETO MERGER SUB, INC. and KYTHERA BIOPHARMACEUTICALS, INC. dated as of August 4, 2015Agreement and Plan of Merger • August 5th, 2015 • Kythera Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (as amended, modified or supplemented from time to time in accordance with its terms, this "Agreement" or this "Amended and Restated Agreement"), dated as of August 4, 2015 (the "Execution Date"), is by and among Allergan plc, a company incorporated under the laws of Ireland (formerly known as Actavis plc) ("Parent"), Keto Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of June 17, 2015 (the "Original Execution Date"), by and among Parent, Merger Sub and the Company (the "Original Merger Agreement"), as amended by Amendment No. 1 by and among Parent, Merger Sub and the Company, dated as of July 1, 2015 ("Amendment No. 1"). All capitalized terms used in this Agreement shall have the meanings ascribed to such
