AGREEMENT AND PLAN OF MERGER BY AND AMONG VOLCANO CORPORATION, VOLCALYPSO, INC., CRUX BIOMEDICAL, INC., SOLELY IN ITS CAPACITY AS THE STOCKHOLDERS’ REPRESENTATIVE, SHAREHOLDER REPRESENTATIVE SERVICES LLC, AND, SOLELY FOR PURPOSES OF SECTIONS 2.13(H)...Merger Agreement • December 13th, 2012 • Volcano Corp • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 1, 2012, by and among Volcano Corporation, a Delaware corporation (“Parent”), Volcalypso, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), Crux Biomedical, Inc., a Delaware corporation (the “Company”), solely in its capacity as the Stockholders’ Representative (as defined in Section 8.6(a)), Shareholder Representative Services LLC, a Colorado limited liability company, and solely for purposes of Sections 2.13(h) and (i) and Section 3.21, DPD Newco, LLC, a Delaware limited liability company (“Newco”).
