AGREEMENT AND PLAN OF MERGER by and among MIAMED, INC., AMICUS THERAPEUTICS, INC., MINERVAS MERGER SUB, INC. and MM STOCKHOLDERS REPRESENTATIVE LLC, solely in its capacity as the Stockholders Representative July 5, 2016Merger Agreement • July 6th, 2016 • Amicus Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 5, 2016, is made by and among MiaMed, Inc., a Delaware corporation (the “Company”), Amicus Therapeutics, Inc., a Delaware corporation (“Parent”), Minervas Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and MM Stockholders Representative LLC, a Delaware limited liability company (the “Stockholders Representative”), solely in its capacity as the representative for the Stockholders and only for the purposes expressly provided herein and for no other purpose. Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Stockholders Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
