AGREEMENT AND PLAN OF REORGANIZATION by and among SYNAPTICS INCORPORATED ITSME ACQUISITION CORP., ITSME ACQUISITION II LLC, VALIDITY SENSORS, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as MERGER CONSIDERATION RECIPIENTS’ AGENT Dated as of...Agreement and Plan of Reorganization • November 12th, 2013 • Synaptics Inc • Services-computer programming services • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of October 9, 2013 (the “Agreement Date”), by and among Synpatics Incorporated, a Delaware corporation (“Acquirer”), Itsme Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Acquirer (“Sub I”), Itsme Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of Acquirer (“Sub II”, together with Sub I, the “Merger Subs”), Validity Sensors, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as Merger Consideration Recipients’ Agent (as defined in Section 8.4(a)).
