VOTING AGREEMENTVoting Agreement • June 17th, 2015 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Voting Agreement (this “Agreement”) is made and entered into as of June 16, 2015, by and among HILL-ROM HOLDINGS, INC., an Indiana corporation (“Parent”), EMPIRE MERGER SUB CORP., a New York corporation and wholly owned subsidiary of Parent (“Sub”), each of the undersigned Voting Trustees, acting collectively and constituting at least all but one of the Voting Trustees, in each case solely in his or her capacity as a Voting Trustee of the voting trust (the “Voting Trust”) created under that certain Voting Trust Agreement dated February 5, 2014 (the “Voting Trust Agreement”), by and among the Voting Trustees and certain shareholders of WELCH ALLYN HOLDINGS, INC., a New York corporation (the “Company”), party thereto.
AGREEMENT AND PLAN OF MERGER among HILL-ROM HOLDINGS, INC., EMPIRE MERGER SUB CORP., and WELCH ALLYN HOLDINGS, INC. Dated as of June 16, 2015Agreement and Plan of Merger • June 17th, 2015 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 16, 2015, among HILL-ROM HOLDINGS, INC., an Indiana corporation (“Parent”), EMPIRE MERGER SUB CORP., a New York corporation (“Sub”), and WELCH ALLYN HOLDINGS, INC. (formed as WELCH ALLYN CORPORATION in New York), a New York corporation (the “Company”).
