AGREEMENT AND PLAN OF REORGANIZATION by and among MACROPORE BIOSURGERY, INC. MS ACQUISITION, INC. and STEMSOURCE, INC. dated October 9, 2002Agreement and Plan of Reorganization • November 27th, 2002 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Agreement and Plan of Reorganization (this "Agreement") is made and entered into as of October 9, 2002, by and among MacroPore Biosurgery, Inc., a Delaware corporation ("MacroPore"), MS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of MacroPore ("Acquisition Sub"), and StemSource, Inc., a Delaware corporation ("StemSource"). MacroPore, Acquisition Sub and StemSource are collectively referred to herein as the "Parties."
MACROPORE BIOSURGERY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2002 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 13th day of November, 2002, by and among MacroPore Biosurgery Inc., a Delaware corporation (the "Company"), and the holders of shares of the Company's Common Stock identified on Schedule A attached hereto (each a "Holder" and collectively, "Holders").
AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 27th, 2002 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amendment No.1 to the Agreement and Plan of Reorganization (this "Amendment") is made and entered into as of November 4, 2002, by and between MacroPore Biosurgery, Inc., a Delaware corporation ("MacroPore"), StemSource, Inc., a Delaware corporation ("StemSource") and MS Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of MacroPore ("Acquisition Sub"). Capitalized terms used herein that are not defined herein shall have the definition ascribed to them in the Merger Agreement (as defined below):
