AGREEMENT AND PLAN OF MERGER among AURIS SURGICAL ROBOTICS, INC., PINECO ACQUISITION CORP. and HANSEN MEDICAL, INC. Dated as of April 19, 2016Merger Agreement • April 20th, 2016 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 19, 2016 (this “Agreement”), by and among Auris Surgical Robotics, Inc., a Delaware corporation (“Parent”), Pineco Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Sub”), and Hansen Medical, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I, and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
FORBEARANCE AGREEMENTForbearance Agreement • April 20th, 2016 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This FORBEARANCE AGREEMENT (this “Agreement”), dated as of April 19, 2016, is entered into by and among White Oak Global Advisors, LLC, a Delaware limited liability company, as Agent (“Agent”), the Lenders party hereto comprising each of the Lenders under the Loan Agreement referred to below (each, “Lender” and collectively, “Lenders”), and Hansen Medical, Inc., a Delaware corporation (“Borrower”), with reference to the following facts:
VOTING AGREEMENTVoting Agreement • April 20th, 2016 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Voting Agreement (this “Agreement”) dated as of April 19, 2016, is entered into by the undersigned (the “Stockholder”) in favor of and for the benefit of Auris Surgical Robotics, Inc., a Delaware corporation (“Parent”), Pineco Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Hansen Medical, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Sub and the Company.
