Hospira, Inc.Physiometrix Inc • June 2nd, 2005 • Electromedical & electrotherapeutic apparatus
This letter is to confirm our agreement regarding all of the [ ] shares, $.001 par value per share, (“Common Stock”) of Physiometrix, Inc., a Delaware corporation (the “Company”), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the “Shares”). In order to induce Hospira, Inc., a Delaware corporation (“Parent”) to enter into an Agreement and Plan of Merger to be dated as of the date hereof by and among Parent, Patriot Merger Subsidiary Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and the Company (the “Merger Agreement”), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
AGREEMENT AND PLAN OF MERGER by and among HOSPIRA, INC. (“Parent”), PATRIOT MERGER SUBSIDIARY CORPORATION (“Sub”) and PHYSIOMETRIX, INC. (“Company”) Dated as of May 31, 2005Agreement and Plan of Merger • June 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2005 (this “Agreement”), is by and among Hospira, Inc., a Delaware corporation (“Parent”), Patriot Merger Subsidiary Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Sub”), and Physiometrix, Inc., a Delaware corporation (the “Company”, and together with Sub, the “Constituent Corporations”). Certain capitalized terms used herein are defined in Article 1.
