AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017Agreement and Plan of Merger • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as of June 11, 2017 (this “Agreement”), is by and among Sientra, Inc., a Delaware corporation (“Parent”), Desert Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and ___________ (“Stockholder”).
OMNIBUS AMENDMENT TO SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTESMiramar Labs, Inc. • June 12th, 2017 • Surgical & medical instruments & apparatus
This OMNIBUS AMENDMENT TO SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTES (this “Amendment”), is entered into this 11th day of June, 2017, by and among Miramar Labs, Inc., a Delaware corporation (the “Company”), Sientra, Inc. (“Parent”) and the Investors party hereto. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Note Purchase Agreement (as defined below).
