AGREEMENT AND PLAN OF MERGER by and among DENTAQuest Group, Inc., SUN LIFE ASSURANCE COMPANY OF CANADA - U.S. OPERATIONS HOLDINGS, INC., DQ ACQUISITION CORP., SUN LIFE FINANCIAL INC., solely for purposes of Section 10.15, and Slingshot Securityholder...Agreement and Plan of Merger • October 14th, 2021 • Sun Life Financial Inc • Life insurance • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 3, 2021, is made by and among DentaQuest Group, Inc., a Delaware corporation (the “Company”), Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc., a Delaware corporation (“Parent”), DQ Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Sun Life Financial Inc., solely for purposes of Section 10.15, and Slingshot Securityholder Representative, LLC, a Delaware limited liability company, solely in its capacity as the representative for the Securityholders (the “Representative”). Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall each be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.
