AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SONIC INNOVATIONS, INC., SAXOPHONE MERGER SUB, INC., SAXOPHONE ACQUISITION CORPORATION, TYMPANY, INC., THE SHAREHOLDERS OF TYMPANY, INC. AND, CHRISTOPHER L. WASDEN AS SHAREHOLDER REPRESENTATIVE Dated...Agreement and Plan of Reorganization • December 10th, 2004 • Sonic Innovations Inc • Orthopedic, prosthetic & surgical appliances & supplies • Utah
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of December 6, 2004 by and among Sonic Innovations, Inc., a Delaware corporation (“Parent”), Saxophone Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Parent (“Merger Sub I”), Saxophone Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”), Tympany, Inc., a Texas corporation (the “Company”), the Company shareholders set forth on the signature pages hereto (each a “Shareholder” and collectively, the “Shareholders”) and Christopher L. Wasden as the “Shareholder Representative.”
