AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG ST. JUDE MEDICAL, INC. DRAGONFLY MERGER CORP., AND ENDOCARDIAL SOLUTIONS, INC. Dated as of September 29, 2004Agreement and Plan of Merger • September 30th, 2004 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2004 (this “Agreement”), is among St. Jude Medical, Inc., a Minnesota corporation (“Buyer”), Dragonfly Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Sub”), and Endocardial Solutions, Inc., a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”) to amend and restate in its entirety the Agreement and Plan of Merger dated September 23, 2004 among Buyer, Sub and the Company (the “Original Agreement”) to correct a scrivener’s error in Section 6.3(e). Upon the execution of this Agreement, the Original Agreement shall be deemed in full force and effect from the date thereof solely as amended and restated hereby. All references herein to “the date hereof”, “the date of this Agreement” or any words to that effect shall be deemed to refer to September 23, 2004.
