AGREEMENT AND PLAN OF MERGER Among iROBOT CORPORATION, BULL DOG ACQUISITION CORPORATION, EVOLUTION ROBOTICS, INC. and THE SECURITYHOLDERS’ REPRESENTATIVE Dated as of September 14, 2012Merger Agreement • September 17th, 2012 • Irobot Corp • Household appliances • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 14, 2012, is by and among iRobot Corporation, a Delaware corporation (“Parent”), Bull Dog Acquisition Corporation, a Delaware corporation (“MergerCo”), Evolution Robotics, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Representative (the “Securityholders’ Representative”). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.
