AGREEMENT AND PLAN OF MERGERMerger Agreement • March 26th, 2007 • Andover Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of March , 2007 by and among Bernard Leff (“Non-Management Stockholder #1”), Jank Partners LLC (“Non-Management Stockholder #2”), and Amerimedical Holdings, Inc. (“Non-Management Stockholder #3”, and collectively with Non-Management Stockholder #1 and Non-Management Stockholder #2, are the “Non-Management Stockholders”), Marc Waldman (“Management Stockholder #1”), William Tobin (“Management Stockholder #2”), Joseph Anastasio (“Management Stockholder #3”) and Jeanne Wilde (“Management Stockholder #4”, and collectively with Management Stockholder #1, Management Stockholder #2 and Management Stockholder #3, are the “Management Stockholders”, which collectively with the Non-Management Stockholders, are the “Stockholders”), Marc Waldman, as agent for the Stockholders (the “Stockholders’ Representative” and the “Exchange Agent”), Ortho-Medical Products Inc., a New York corporation (the “Corporation”), Andover Management Service
