AGREEMENT AND PLAN OF MERGER among BOSTON SCIENTIFIC CORPORATION, TEXTILE MERGER SUB, INC. and APOLLO ENDOSURGERY, INC. Dated as of November 29, 2022Merger Agreement • November 30th, 2022 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 29, 2022 (this “Agreement”), among Boston Scientific Corporation, a Delaware corporation (“Parent”), Textile Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Apollo Endosurgery, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, collectively, the “parties” and each individually a “party”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.03 or as otherwise defined elsewhere in this Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 30th, 2022 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of November 29, 2022 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become “Stockholders” pursuant to Section 3, collectively, the “Stockholders” and each individually, a “Stockholder”), and Boston Scientific Corporation, a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
