AGREEMENT AND PLAN OF MERGER BY AND AMONG ENTEROMEDICS INC. ACORN SUBSIDIARY INC. ACORN SUBSIDIARY HOLDINGS LLC BARIOSURG, INC. AND DR. RAJ NIHALANI, AS STOCKHOLDER REPRESENTATIVE MAY 22, 2017Agreement and Plan of Merger • May 23rd, 2017 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of May 22, 2017 by and among EnteroMedics Inc., a Delaware corporation ("Parent"), Acorn Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Acorn Subsidiary Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Sub LLC"), BarioSurg, Inc., a Delaware corporation (the "Company"), and Dr. Raj Nihalani as stockholder representative (the "Stockholder Representative"). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 23rd, 2017 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus • California
This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is being executed and delivered as of May 22, 2017 by Dr. Raj Nihalani (“Stockholder”) in favor and for the benefit of EnteroMedics Inc., Inc., a Delaware corporation (“Parent”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
