AGREEMENT AND PLAN OF MERGER by and among SAFESTITCH MEDICAL, INC., TWEETY ACQUISITION CORP. and TRANSENTERIX, INC. Dated as of August 13, 2013Agreement and Plan of Merger • August 14th, 2013 • SafeStitch Medical, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 13, 2013 (this “Agreement”), by and among SAFESTITCH MEDICAL, INC., a Delaware corporation (“SafeStitch”), TWEETY ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of SafeStitch (“Merger Sub”), and TRANSENTERIX, INC., a Delaware corporation (“TransEnterix”).
LOCK-UP AND VOTING AGREEMENTLock-Up and Voting Agreement • August 14th, 2013 • SafeStitch Medical, Inc. • Blank checks • Delaware
THIS LOCK-UP AND VOTING AGREEMENT, as may be amended, supplemented or modified from time to time in accordance with the terms hereof, is made as of August , 2013 (this “Agreement”) by and among SafeStitch Medical, Inc., a Delaware corporation (the “Company”) and the undersigned investor (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2013 • SafeStitch Medical, Inc. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of August 13, 2013, by and among SafeStitch Medical, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (“Investors”).
