\n Robert Burgess: Chairman of the Board of Directors
\n Mika Salmi: Chief Executive Officer
\n Matthew Hulett: President
\n Michael Comish: President, International
\n Heather Redman: Executive Vice President, Corporate Strategy
\n Eric Cansler: Vice President, Finance and Operations
\n Loren Hillberg: Secretary
\n<\/c><\/s><\/table>\n The members of the Board of Directors of the Surviving Corporation
\nimmediately after the Effective Time will be Robert Burgess, Loren Hillberg,
\nMichael Moritz, Mika Salmi, Thomas Hoegh, Robert Daly and Jeff Goodby.<\/p>\n
5. Conversion of Shares.<\/p>\n
5.1 Exchange Ratio.<\/p>\n
As of the Effective Time of the Merger, by virtue of the Merger and
\nwithout any action on the part of the holders thereof: (a) each share of Atom
\nCommon Stock issued and outstanding immediately prior to the Effective Time,
\nwill, by virtue of the Merger and without further action on the part of any
\nholder thereof, be converted into 1.2324 shares of fully paid and nonassessable
\nshares of Shockwave Common Stock; (b) each share of Atom Series A Preferred
\nStock issued and outstanding immediately prior to the Effective Time, will, by
\nvirtue of the Merger and without further action on the part of any holder
\nthereof, be converted into 1.2324 shares of fully paid and nonassessable shares
\nof Shockwave Series C-1 Preferred Stock; (c) each share of Atom Series B
\nPreferred Stock issued and outstanding immediately prior to the Effective Time,
\nwill, by virtue of the Merger and without further action on the part of any
\nholder thereof, be converted into 1.2324 shares of fully paid and nonassessable
\nshares of Shockwave Series C-2 Preferred Stock; and (d) each share of Atom
\nSeries C Preferred Stock issued and outstanding immediately <\/p>\n
2
\n 5
\nprior to the Effective Time, will, by virtue of the Merger and without further
\naction on the part of any holder thereof, be converted into 1.2324 shares of
\nfully paid and nonassessable shares of Shockwave Series C-3 Preferred Stock. The
\npreceding provisions of this Section 5.1 are subject to the provisions of
\nSection 5.2 (regarding the elimination of fractional shares), Section 5.3
\n(regarding Dissenting Shares) and Section 5.4 (regarding the withholding of
\nEscrow Shares).<\/p>\n
5.2 No Fractional Shares.<\/p>\n
No fractional shares of Shockwave Common Stock, Shockwave Series C-1
\nPreferred Stock, Shockwave Series C-2 Preferred Stock or Shockwave Series C-3
\nPreferred Stock will be issued in connection with the Merger. In lieu thereof,
\neach holder of Atom Common Stock or Atom Preferred Stock who would otherwise be
\nentitled to receive a fraction of a share of Shockwave Common Stock, Shockwave
\nSeries C-1 Preferred Stock, Shockwave Series C-2 Preferred Stock or Shockwave
\nSeries C-3 Preferred Stock pursuant to Section 5.1, computed after aggregating,
\nfor each class or series, all shares of Shockwave Common Stock, Shockwave Series
\nC-1 Preferred Stock, Shockwave Series C-2 Preferred Stock or Shockwave Series
\nC-3 Preferred Stock to be received by such holder pursuant to Section 5.1, will
\ninstead receive from Shockwave, upon surrender of such holder’s Atom
\nCertificates pursuant to Section 5.5, an amount of cash (rounded to the nearest
\ncent) equal to the product obtained by multiplying (a) the fair market value per
\nshare, as determined in good faith by the Board of Directors of Shockwave, of
\nthe Shockwave Common Stock, Shockwave Series C-1 Preferred Stock, Shockwave
\nSeries C-2 Preferred Stock or Shockwave Series C-3 Preferred Stock on the
\nclosing date of the Merger, by (b) the fraction of a share of Shockwave Common
\nStock, Shockwave Series C-1 Preferred Stock, Shockwave Series C-2 Preferred
\nStock or Shockwave Series C-3 Preferred Stock that such holder would otherwise
\nhave been entitled to receive.<\/p>\n
5.3 Dissenting Shares.<\/p>\n
Holders of shares of Atom Common Stock and Atom Preferred Stock who have
\ncomplied with all requirements for perfecting shareholders’ rights of appraisal,
\nas set forth in Chapter 23B.13 of the WBCA, will be entitled to their rights
\nunder the WBCA with respect to such shares (“DISSENTING SHARES”).<\/p>\n
5.4 Escrow Shares.<\/p>\n
At the Effective Time, Shockwave will withhold 10% of the shares
\nShockwave Common Stock and Shockwave Series C Preferred Stock to be issued to
\nAtom shareholders in the Merger upon conversion of their Atom Common Stock and
\nAtom Preferred Stock pursuant to Section 5.1 (such withheld Shockwave shares and
\nany dividends or distributions received in respect of such Shockwave shares
\nbeing hereinafter referred to as the “ESCROW SHARES”), and will hold the
\ncertificates representing such Escrow Shares as security for the indemnification
\nobligations of the Atom shareholders until the earlier of the termination of the
\nAgreement and Plan of Reorganization dated December 14, 2000 between the
\nConstituent Corporations or the first anniversary of the Effective Time.<\/p>\n
3
\n 6<\/p>\n
5.5 Surrender and Exchange of Outstanding Certificates.<\/p>\n
At the closing, each holder of shares of Atom Common Stock and Atom
\nPreferred Stock that are outstanding immediately prior thereto will surrender
\neither (i) the certificate(s) for such shares (each a “ATOM CERTIFICATE”), duly
\nendorsed to Shockwave for cancellation as of the Effective Time, or (ii) an
\naffidavit of lost certificate and an indemnity in form and substance reasonable
\nsatisfactory to Shockwave (the “AFFIDAVIT”). Promptly after the Effective Time
\nand receipt of such Atom Certificate or Affidavit, as the case may be, Shockwave
\nor its transfer agent will issue to each tendering holder of an Atom Certificate
\nor an Affidavit, certificates (a “TENDERING ATOM HOLDER”) for the number of
\nshares Shockwave Common Stock and Shockwave Preferred Stock to which such holder
\nis entitled pursuant to Section 5.1, subject to the provisions of Section 5.2
\n(regarding the elimination of fractional Merger Shares), Section 5.3 (regarding
\nDissenting Shares) and Section 5.4 (regarding the withholding of Escrow Shares).
\nNo dividends or distributions payable to holders of record of Shockwave Common
\nStock or Shockwave Preferred Stock after the Effective Time of the Merger will
\nbe paid to the holder of any unsurrendered Atom Certificate unless and until the
\nholder of such unsurrendered Atom Certificate surrenders such Atom Certificate
\nor an Affidavit to Shockwave as provided above. Subject to the effect, if any,
\nof applicable escheat and other laws, following surrender of any Atom
\nCertificate or Affidavit, there will be delivered to the person entitled
\nthereto, without interest, the amount of any dividends and distributions
\ntheretofore paid with respect to Shockwave Common Stock so withheld as of any
\ndate subsequent to the Effective Time and prior to such date of delivery.<\/p>\n
6. No Further Transfers.<\/p>\n
After the Effective Time, there will be no further registration of
\ntransfers of any shares of Atom Common Stock or Atom Preferred Stock on the
\nstock transfer books of the Surviving Corporation. If, after the Effective Time,
\ncertificates formerly representing shares of Atom Common Stock or Atom Preferred
\nStock are presented to the Surviving Corporation, they will be canceled and
\nexchanged in accordance with this Section 5, subject to applicable law in the
\ncase of Dissenting Shares.<\/p>\n
7. Implementation.<\/p>\n
Each of the Constituent Corporations shall take, or cause to be taken,
\nall action or do, or cause to be done, all things necessary, proper or advisable
\nunder the laws of the States of Washington and Delaware to consummate and make
\neffective the Merger.<\/p>\n
8. Amendment.<\/p>\n
This Agreement may, to the extent permitted by law, be amended,
\nsupplemented or interpreted at any time by action taken by the Board of
\nDirectors of both of the Constituent Corporations; provided, however, that this
\nAgreement may not be amended or supplemented after having been approved by the
\nshareholders of a Constituent Corporation except by a vote or consent of
\nshareholders in accordance with applicable law.<\/p>\n
4
\n 7<\/p>\n
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
\nthis AGREEMENT AND PLAN OF MERGER as of the date first set forth above.<\/p>\n
ATOM CORPORATION<\/p>\n
By: \/s\/ Mika Salmi
\n ———————————<\/p>\n
Name: Mika Salmi
\n ——————————-<\/p>\n
Title: CEO
\n ——————————<\/p>\n
SHOCKWAVE.COM, INC.<\/p>\n
By: \/s\/ Robert Burgess
\n ———————————<\/p>\n
Name: Robert Burgess
\n ——————————-<\/p>\n
Title: CEO
\n ——————————<\/p>\n
[SIGNATURE PAGE TO AGREEMENT OF MERGER]<\/p>\n
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