AGREEMENT AND PLAN OF MERGER by and among: Genoptix, Inc., Stone Merger Sub Ltd., and ROSETTA GENOMICS LTD. Dated as of December 14, 2017Agreement and Plan of Merger • December 21st, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 14, 2017 (the “Agreement Date”), by and among Genoptix, Inc., a Delaware corporation (“Parent”), Parent on behalf of Stone Merger Sub Ltd. (or any other name approved by the Registrar of Companies of the State of Israel (the “Companies Registrar”)), a company in formation in accordance with the Laws of the State of Israel (“Merger Sub”), and Rosetta Genomics Ltd., a company incorporated under the Laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LOAN AND SECURITY AGREEMENTPatent Security Agreement • December 21st, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of December 14, 2017, is made by and among ROSETTA GENOMICS INC., a Delaware corporation (the “Borrower”), ROSETTA GENOMICS, LTD., a company incorporated under the Laws of the State of Israel (“Rosetta”), MINUET DIAGNOSTICS, INC., a Delaware corporation (“Minuet”), and CYNOGEN INC., a Delaware corporation (“Cynogen”, together with Rosetta and Minuet, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”; and together with Borrower, each a “Credit Party” and collectively, jointly and severally, the “Credit Parties”), and GENOPTIX, INC., as Lender (in such capacity, together with its successors and assigns, if any, in such capacity, “Lender”).
