AGREEMENT AND PLAN OF MERGER by and among SYNERON MEDICAL LTD., REVIVE HOLDING SUB INC., and PRIMAEVA MEDICAL, INC., and, WITH RESPECT TO ARTICLES VIII AND X ONLY, FRAZIER HEALTHCARE V, LP AS SECURITYHOLDER REPRESENTATIVE and U.S. BANK NATIONAL...Merger Agreement • October 28th, 2009 • Syneron Medical Ltd. • Electromedical & electrotherapeutic apparatus • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 14, 2009 by and among Syneron Medical Ltd., an Israeli corporation (“Syneron”), Revive Holding Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Syneron (“Merger Sub”), Primaeva Medical, Inc., a Delaware corporation (“Primaeva”), and, with respect to Articles VIII and X only, Frazier Healthcare V, LP, as the Securityholder Representative, and U.S. Bank National Association, a national banking association, as Escrow Agent and Paying Agent.
