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.Merger Agreement • 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”).
