AGREEMENT AND PLAN OF MERGER by and among: BIOVENTUS INC., a Delaware corporation; OYSTER MERGER SUB I, INC., a Delaware corporation; OYSTER MERGER SUB II, LLC, a Delaware limited liability company; and MISONIX, INC. a Delaware corporation Dated as of...Agreement and Plan of Merger • July 29th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 29, 2021, by and among: Bioventus Inc., a Delaware corporation (“Parent”); Oyster Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub I”), Oyster Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Acquisition Sub II,” and together with Acquisition Sub I, the “Acquisition Subs”); and Misonix, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 29th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 29, 2021, by and between Misonix, Inc., a Delaware corporation (the “Company”), and the persons set forth on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Bioventus Inc., a Delaware corporation (“Parent”), Oyster Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub I”) and Oyster Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Acquisition Sub II”).
FORM OF LOCK-UP AGREEMENTBioventus Inc. • July 29th, 2021 • Surgical & medical instruments & apparatus • New York
