AGREEMENT AND PLAN OF MERGER BY AND AMONG FLIR DETECTION, INC., ECHO ROBOTIC MERGER SUB, INC., ENDEAVOR ROBOTIC HOLDINGS, INC., THE REPRESENTATIVE IDENTIFIED HEREIN, AND SOLELY FOR PURPOSES OF SECTION 5.14, FLIR SYSTEMS, INC. DATED AS OF FEBRUARY 8, 2019Agreement and Plan of Merger • February 13th, 2019 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 7, 2019, by and among (i) FLIR Detection, Inc., a Delaware corporation (“Parent”), (ii) Echo Robotic Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Endeavor Robotic Holdings, Inc., a Delaware corporation (the “Company”), (iv) Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the “Representative”) and (v) solely for purposes of Section 5.14, FLIR Systems, Inc., an Oregon corporation (“Guarantor”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE X.
