AGREEMENT AND PLAN OF MERGER by and among GENEVA HEALTHCARE, INC., BIOTELEMETRY, INC., TYERSALL MERGER SUB, INC.,andTHE SECURITYHOLDERS’ REPRESENTATIVE NAMED HEREIN January 25, 2019Merger Agreement • April 25th, 2019 • Biotelemetry, Inc. • Services-specialty outpatient facilities, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 25, 2019, by and among (a) Geneva Healthcare, Inc., a Delaware corporation (the “Company”), (b) BioTelemetry, Inc., a Delaware corporation (“Parent”), (c) Tyersall Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and (d) Fortis Advisors LLC, a Delaware limited liability company, in its capacity as Securityholders’ Representative (the “Securityholders’ Representative”). The Company, Parent, Merger Sub, and the Securityholders’ Representative are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings given to such terms in Article I.
