EXPLANATORY NOTE TO THIS EXHIBITMerger Agreement • February 3rd, 2014 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 2, 2014, among ArthroCare Corporation, a Delaware corporation (the “Company”), Smith & Nephew, Inc., a Delaware corporation (“Parent”), and Rosebud Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and, solely for purposes of Section 8.01, Section 11.04(b) and Section 11.13, Smith & Nephew plc, an English public limited company (“Parent Holdco”).
VOTING AGREEMENTVoting Agreement • February 3rd, 2014 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
VOTING AGREEMENT, dated as of February 2, 2014 (this “Agreement”), by and among Smith & Nephew, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”).
VOTING AGREEMENTVoting Agreement • February 3rd, 2014 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
VOTING AGREEMENT, dated as of February 2, 2014 (this “Agreement”), by and among Smith & Nephew, Inc., a Delaware corporation (“Parent”), and the Person listed on Schedule 1 hereto (“Stockholder”).
