0001193125-12-355928 Sample Contracts

AGREEMENT AND PLAN OF MERGER among Viking Systems, Inc., CONMED Corporation and Arrow Merger Corporation Dated as of August 13, 2012

Agreement and Plan of Merger • August 14th, 2012 • Conmed Corp • Electromedical & electrotherapeutic apparatus • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 14th, 2012
• Company
  Conmed Corp
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2012, is by and among Viking Systems, Inc., a Delaware corporation (the “Company”), CONMED Corporation, a New York corporation (“Parent”), and Arrow Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • August 14th, 2012 • Conmed Corp • Electromedical & electrotherapeutic apparatus • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  August 14th, 2012
• Company
  Conmed Corp
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  Delaware

THIS TENDER AND VOTING AGREEMENT, dated as of August 13, 2012 (this “Agreement”), is entered into by and among CONMED Corporation, a New York corporation (“Parent”), Arrow Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the other persons and/or entities whose names are set forth on the signature pages hereto (collectively, the “Holders” and each individually, a “Holder”).