AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN MEDICAL SYSTEMS, INC. LEIO ACQUISITION CORP. THERMATRX, INC. THERMATRX INVESTMENT HOLDINGS LLC BSD MEDICAL CORPORATION AND THERMATRX INVESTMENT HOLDINGS LLC, AS STOCKHOLDERS’ REPRESENTATIVE DATED AS...Merger Agreement • June 16th, 2004 • American Medical Systems Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 15, 2004, is by and among American Medical Systems, Inc., a Delaware corporation (“Parent”); Leio Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”); TherMatrx, Inc., a Delaware corporation (the “Company”); TherMatrx Investment Holdings LLC, a Delaware limited liability company (“TherMatrx LLC”), and BSD Medical Corporation, a Delaware corporation (“BSD”) (each individually, a “Principal Stockholder,” and collectively, the “Principal Stockholders”); and TherMatrx Investment Holdings LLC, as the Stockholders’ Representative (as defined below) with respect to Article 10.
