AGREEMENT AND PLAN OF MERGER DATED FEBRUARY 28, 2005 BY AND AMONG QUINTON CARDIOLOGY SYSTEMS, INC. CSQ HOLDING COMPANY, HEART ACQUISITION CORPORATION, RHYTHM ACQUISITION CORPORATION AND CARDIAC SCIENCE, INC.Agreement and Plan of Merger • March 1st, 2005 • Cardiac Science Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 28, 2005 by and among Quinton Cardiology Systems, Inc., a Delaware corporation (“Quinton”), CSQ Holding Company, a Delaware corporation (“Holding Company”), Rhythm Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Holding Company (“Quinton Merger Sub”), Heart Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Holding Company (“Cardiac Merger Sub”), and Cardiac Science, Inc., a Delaware corporation (“Cardiac”).
SENIOR NOTE AND WARRANT CONVERSION AGREEMENTSenior Note and Warrant Conversion Agreement • March 1st, 2005 • Cardiac Science Inc • Electromedical & electrotherapeutic apparatus • Delaware
This SENIOR NOTE AND WARRANT CONVERSION AGREEMENT (this “Agreement”), dated as of February 28, 2005, is entered into by and among CSQ Holding Company, a Delaware corporation (“Newco”), Cardiac Science, Inc., a Delaware corporation (“CSI”), and those purchasers whose names are listed on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
