AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among HANSEN MEDICAL, INC., REDWOOD MERGER SUBSIDIARY, INC., REDWOOD SECOND MERGER SUBSIDIARY, INC., AORTX, INC. and DAVID FORSTER and LOUIS CANNON, as STOCKHOLDERS’ REPRESENTATIVES Dated as of November...Merger Agreement • November 19th, 2007 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November 1, 2007 (this “Agreement”), among HANSEN MEDICAL, INC., a Delaware corporation (“Parent”), REDWOOD MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), REDWOOD SECOND MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly-owned, first tier subsidiary of Parent (“Second Merger Sub”), AORTX, INC., a Delaware corporation (the “Company”), and DAVID FORSTER AND LOUIS CANNON, as Stockholders’ Representatives (as defined in Section 9.04 hereof).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2007 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 15, 2007, by and among Hansen Medical, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”.
