AGREEMENT AND PLAN OF MERGER BY AND AMONG FOXHOLLOW TECHNOLOGIES, INC., NAVAJO ACQUISITION CORPORATION, KERBEROS PROXIMAL SOLUTIONS, INC., RESEARCH CORPORATION TECHNOLOGIES, INC., RCT BIOVENTURES WEST, L.L.C., TAC ASSOCIATES, L.P., THREE ARCH...Agreement and Plan of Merger • August 28th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 26, 2006 by and among FoxHollow Technologies, Inc., a Delaware corporation (“Parent”), Navajo Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Kerberos Proximal Solutions, Inc., a Delaware corporation (the “Company”), Research Corporation Technologies, Inc., RCT BioVentures West, L.L.C., TAC Associates, L.P., Three Arch Associates IV, L.P., Three Arch Capital, L.P. and Three Arch Partners IV, L.P. (each, a “Principal Stockholder,” and collectively, the “Principal Stockholders”), and Chris Martin and Randall King Nelson, as securityholder representatives (the “Securityholder Representatives”) and U.S. Bank National Association as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
