AGREEMENT AND PLAN OF MERGER by and among FUJIFILM HOLDINGS CORPORATION, SALMON ACQUISITION CORPORATION and SONOSITE, INC. Dated as of December 15, 2011Merger Agreement • December 15th, 2011 • Sonosite Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 15, 2012 (the “Agreement Date”) by and among FUJIFILM Holdings Corporation, a Japanese corporation (“Parent”), Salmon Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and SonoSite, Inc., a Washington corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 15th, 2011 • Sonosite Inc • Surgical & medical instruments & apparatus • Washington
This Second Amendment (“Amendment”) effective as of December 15, 2011 is to the Amended and Restated Rights Agreement, dated as of November 28, 2007, as amended by the First Amendment to Amended and Restated Rights Agreement, dated as of September 6, 2011 (together, the “Rights Agreement”), by and between SonoSite, Inc., a Washington corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
