AGREEMENT AND PLAN OF MERGER by and among VISION-SCIENCES, INC., VISOR MERGER SUB LLC, and UROPLASTY, INC. Dated December 21, 2014Agreement and Plan of Merger • December 22nd, 2014 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated December 21, 2014, by and among Vision-Sciences, Inc., a Delaware corporation (“Visor”), Visor Merger Sub LLC, a Delaware limited liability company of which Visor is the sole member (“Merger Sub”), and Uroplasty, Inc., a Minnesota corporation (“Union”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
Exhibit B-2 Voting Agreement – Union ShareholdersVoting Agreement • December 22nd, 2014 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This VOTING AGREEMENT (this “Agreement”), is made and entered into as of December 21, 2014, by and between Vision-Sciences, Inc., a Delaware corporation (“Vision-Sciences”), and the undersigned shareholders (each a “Shareholder” and, collectively, the “Shareholders”) of Uroplasty, Inc., a Minnesota corporation (“Uroplasty”) as identified on Schedule A hereto.
AMENDMENT TO2014 Convertible Promissory Note • December 22nd, 2014 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
This Amendment to 2014 Convertible Promissory Note (this “Amendment”) is made as of December 21, 2014 by and between Vision-Sciences, Inc., a Delaware corporation (the “Borrower”), and Lewis C. Pell (the “Lender”), and amends that certain 2014 Convertible Promissory Note dated June 16, 2014 (the “Note”) outstanding as of the date hereof between the Borrower and the Lender. All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Note.
