AGREEMENT AND PLAN OF MERGEREscrow Agreement • February 22nd, 2016 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2016 (“Agreement Date”), by and among: (a) ResMed Corp., a Minnesota corporation (“Parent”); (b) Eagle Acquisition Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”); (c) Brightree LLC, a Delaware limited liability company (the “Company”); (d) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Securityholder Representative and (d) for purposes of Sections 6.8(b) and 10.16 only, ResMed Inc., a Delaware corporation. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
