AGREEMENT AND PLAN OF MERGER BY AND AMONG PERSEUS INTERMEDIATE, INC., PERSEUS MERGER SUB, INC., BIOVENTUS LLC, solely with respect to Section 7.15, BIONESS INC., ALFRED E. MANN LIVING TRUST, AS STOCKHOLDER REPRESENTATIVE, AND MANN GROUP, LLC, with...Agreement and Plan of Merger • March 31st, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 30, 2021, by and among Perseus Intermediate, Inc., a Delaware corporation (“Parent”), Perseus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Bioventus LLC, a Delaware limited liability company (“Bioventus”), solely for purposes of Section 7.15, Bioness Inc., a Delaware corporation (the “Company”), Alfred E. Mann Living Trust, as the Stockholder Representative (the “Stockholder Representative”), and Mann Group, LLC, a Delaware limited liability company (the “Mann Group”), for the purposes of Sections 1.8, 1.10, 1.11, 1.13, 4.5, 4.8, Article V, Article VI and Article VII. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
