AGREEMENT AND PLAN OF MERGER by and among INSULET CORPORATION, NECTAR ACQUISITION I CORPORATION, NEIGHBORHOOD HOLDINGS, INC., THE OTHER SUBSIDIARIES PARTY HERETO and THE STOCKHOLDERS’ REPRESENTATIVES Dated as of June 1, 2011Merger Agreement • June 7th, 2011 • Insulet Corp • Surgical & medical instruments & apparatus • Massachusetts
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 1, 2011, is between Insulet Corporation, a Delaware corporation (“Parent”), Nectar Acquisition I Corporation a Delaware corporation and a wholly-owned Subsidiary of Parent (“MergerSub” and together with Parent, “Insulet”), Neighborhood Holdings, Inc., a Delaware corporation (“Holdings”), the wholly-owned Subsidiaries of Holdings set forth on Schedule 3.03(d) (together with Holdings, each in their individual capacity and collectively, “Company”) and Christopher Grant, Jr. and Thomas Cronin, solely in their capacities as the Stockholders’ Representatives (the “Stockholders’ Representatives”), of the stockholders of Holdings’ capital stock set forth on Annex I hereto (herein collectively referred to as the “Stockholders” and individually as a “Stockholder”). Parent and Company are sometimes referred to herein together as the “Parties” and each individually as a “Party.”
