AGREEMENT AND PLAN OF MERGER BY AND AMONG ALIGN TECHNOLOGY, INC., BLISS ACQUISITION CORPORATION, CADENT HOLDINGS, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SECURITYHOLDER REPRESENTATIVE, AND Dated as of March 29, 2011Merger Agreement • April 1st, 2011 • Align Technology Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of March 29, 2011 by and among Align Technology, Inc., a Delaware corporation (“Parent”), Bliss Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Cadent Holdings, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Securityholder Representative hereunder (the “Securityholder Representative”) 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.
