AGREEMENT AND PLAN OF MERGER by and among PRINCE PARENT INC., PRINCE MERGERCO INC. AND NATUS MEDICAL INCORPORATED Dated as of April 17, 2022Merger Agreement • April 18th, 2022 • Natus Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 17, 2022, by and among Prince Parent Inc., a Delaware corporation (“Parent”), Prince Mergerco Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Natus Medical Incorporated, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
Retention AgreementRetention Agreement • April 18th, 2022 • Natus Medical Inc • Electromedical & electrotherapeutic apparatus • New Jersey
As you are aware, Natus Medical Incorporated, a Delaware Corporation (the “Company”), has entered into an Agreement and Plan of Merger, made and entered into as of the date hereof (the “Merger Agreement”), by and among the Company, Prince Parent Inc., a Delaware corporation (“Parent”), and Prince MergerCo Inc., a Delaware corporation, and wholly-owned subsidiary of Parent (“Merger Sub”), which contemplates that Parent will acquire the Company (the “Transaction”). Parent considers your continued dedication to the Company following the closing of the Transaction (the “Closing”) as critical to the success of the Transaction and, therefore, has required that you enter into this letter agreement (this “Agreement”) to ensure your continued dedication following the Closing. Terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
