AGREEMENT AND PLAN OF MERGER by and among TORNIER N.V., OSCAR ACQUISITION CORP., ORTHOHELIX SURGICAL DESIGNS, INC. and THE REPRESENTATIVE Dated August 23, 2012Agreement and Plan of Merger • August 24th, 2012 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated August 23, 2012, by and among TORNIER N.V., a Dutch public company with limited liability (naamloze vennootschap) (“Parent”), OSCAR ACQUISITION CORP., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), ORTHOHELIX SURGICAL DESIGNS, INC., a Delaware corporation (the “Company”), and, solely in its capacity as representative of the Holders pursuant to Article 9 hereof, the Representative. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10 below.
