AGREEMENT AND PLAN OF MERGER by and among ORTHOFIX INTERNATIONAL N.V. (“Orthofix”) ORTHOFIX HOLDINGS, INC. (“Parent”), NEW ERA MEDICAL CORP. (“Merger Sub”), BLACKSTONE MEDICAL, INC. (the “Company”), The Principal Shareholders of Blackstone Medical,...Agreement and Plan of Merger • August 7th, 2006 • Orthofix International N V • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2006 (this “Agreement”), by and among Orthofix International N.V., a company incorporated under the laws of the Netherlands Antilles (“Orthofix”), Orthofix Holdings, Inc., a Delaware corporation (“Parent”), which is an indirectly wholly-owned subsidiary of Orthofix, New Era Medical Corp., a Massachusetts corporation and a directly wholly-owned subsidiary of Parent (“Merger Sub”), Blackstone Medical, Inc., a Massachusetts corporation (the “Company”), the shareholders of the Company identified on the signature pages hereto under the heading “Principal Shareholders” (each individually, a “Principal Shareholder” and collectively, the “Principal Shareholders”) and William G. Lyons, III (the “Equityholders’ Representative”). Orthofix, Parent, Merger Sub, the Company, the Principal Shareholders and the Equityholders’ Representative are sometimes referred to herein as the “Parties.”
