AGREEMENT AND PLAN OF MERGER By and Among DERMA SCIENCES, INC., DP MERGER SUB ONE, LLC, BIOD, LLC, And CYNTHIA WEATHERLY July 27, 2016Agreement and Plan of Merger • March 7th, 2017 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER, this (“Agreement”), dated as of July 27, 2016, is entered into by and among Derma Sciences, Inc., a Delaware corporation (“Parent”), DP Merger Sub One, LLC, a Delaware limited liability company of which Parent is the sole member (“Merger Sub”), BioD, LLC, a Delaware limited liability company (the “Company”), and Cynthia Weatherly, as Representative. BD Acquisition Group, LLC, a Delaware limited liability company (“BD Acquisition Group”), joins in this Agreement solely for the purposes set forth in Section 5.2. Capitalized terms used in this Agreement and not otherwise defined have the meanings given to them in Article IX below.
