AGREEMENT AND PLAN OF MERGER by and among SYNERGY HEALTH US HOLDINGS LIMITED SHM ACQUISITION, INC. SYNERGY HEALTH plc (solely for purposes of Section 3.5, Article IV and Article IX of the Agreement) and SRI/SURGICAL EXPRESS, INC. Dated as of June 6, 2012Merger Agreement • June 7th, 2012 • Sri Surgical Express Inc • Services-personal services • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of June 6, 2012, by and among SYNERGY HEALTH US HOLDINGS LIMITED, a private limited company incorporated in England and Wales and a wholly owned indirect subsidiary of Synergy Health plc (“Parent”), SHM ACQUISITION, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), SRI/SURGICAL EXPRESS, INC., a Florida corporation (the “Company”), and, solely for purposes of Section 3.5, Article IV and Article IX of this Agreement, SYNERGY HEALTH plc, a public limited company incorporated in England and Wales (“Synergy Health”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Section 9.3 and in the Sections of this Agreement indicated on Annex B hereto.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 7th, 2012 • Sri Surgical Express Inc • Services-personal services • Florida
AMENDMENT, dated as of June 6, 2012 (this “Amendment”), to the Rights Agreement, dated as of November 5, 2010, between SRI/Surgical Express, Inc., a Florida corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”) (the “Rights Agreement”). All capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Rights Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 7th, 2012 • Sri Surgical Express Inc • Services-personal services • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of June 6, 2012 (this “Agreement”), is among SYNERGY HEALTH US HOLDINGS LIMITED, a company incorporated in England and Wales (“Parent”), SHM ACQUISITION, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (the “Shareholder”) of SRI/SURGICAL EXPRESS, INC., a Florida corporation (the “Company”).
