AGREEMENT AND PLAN OF MERGER dated as of July 6, 2017 by and among ENTELLUS MEDICAL, INC. (“Parent”), STINGER MERGER SUB, INC. (“Merger Sub”), and SPIROX, INC. (the “Company”)Agreement and Plan of Merger • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 6, 2017 by and among Entellus Medical, Inc., a Delaware corporation (“Parent”), Stinger Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Spirox, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Equityholders Representative hereunder (each, a “Party” and collectively the “Parties”).
JOINDER AND RELEASE AGREEMENTJoinder and Release Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Joinder and Release Agreement (this “Agreement”) is made by and between Entellus Medical, Inc., a Delaware corporation (“Parent”), and the undersigned (the “Company Holder”), a holder of capital stock of Spirox, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Merger Agreement (as defined below), a copy of which has been made available to the Company Holder.
NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Non-Solicitation Agreement is dated as of July 6, 2017 (this “Agreement”), by and between Entellus Medical, Inc., a Delaware corporation (“Parent”) and the undersigned (“Seller”). Parent and Seller are referred to herein as the “Parties”.
Closing Date], 2017 Entellus Medical, Inc. Plymouth, Minnesota 55447 Attention: Legal Department Ladies and Gentlemen:Entellus Medical Inc • July 7th, 2017 • Surgical & medical instruments & apparatus • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of July 5, 2017 (the “Agreement”), by and among Entellus Medical, Inc., a Delaware corporation (“Parent”), Stinger Merger Sub, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Spirox, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, as the Equityholders Representative.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Non-Competition and Non-Solicitation Agreement is dated as of July 6, 2017 (this “Agreement”), by and between Entellus Medical, Inc., a Delaware corporation (“Parent”) and the undersigned (“Seller”). Parent and Seller are referred to herein as the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Lock-Up Agreement, dated July [ 🌑 ], 2017 (this “Agreement”), by and between the undersigned holder (the “Holder”) and Entellus Medical, Inc., a Delaware corporation (“Entellus”), is being executed and delivered in accordance with the Agreement and Plan of Merger, dated as of July 6, 2017 (the “Merger Agreement”), by and among Entellus, Stinger Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Entellus (“Merger Sub”), Spirox, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, as the Equityholders Representative, pursuant to which Entellus is acquiring the Company by means of a merger of Merger Sub with and into the Company with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Entellus, pursuant to the terms and subject to the conditions provided for in the Merger Agreement (the “Merger,” and the date the Merger is consummated, the “Closing Date”). Capitalized terms not defined he
