AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ENDOLOGIX, INC., NEPAL ACQUISITION CORPORATION, NELLIX, INC., THE STOCKHOLDERS OF NELLIX, INC. LISTED ON SCHEDULE I HERETO, AND ESSEX WOODLANDS HEALTH VENTURES, INC., as STOCKHOLDERS’...Voting Agreement • October 27th, 2010 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”), is made and entered into as of October 27, 2010 (the “Agreement Date”), by and among Endologix, Inc., a Delaware corporation (“Parent”), Nepal Acquisition Corporation, a Delaware corporation and direct wholly-owned Subsidiary of Parent (“Merger Sub”), Nellix, Inc., a Delaware corporation (the “Company”), each of the stockholders of the Company listed on Schedule I hereto (each, a “Principal Stockholder” and, collectively, together with all stockholders of the Company, the “Company Stockholders”) and Essex Woodlands Health Ventures, Inc., in the capacity of representative of the Company Stockholders (the “Stockholders’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2010 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of October 27, 2010, by and between Endologix, Inc., a Delaware corporation (the “Company”), and Essex Woodlands Health Ventures Fund VII, L.P. (the “Investor”).
